


I'll Follow You Forever

by Darksidekelz



Category: Transformers - All Media Types, Transformers: Prime
Genre: Implied/Referenced Rape/Non-con, M/M, Minor Character Death, Origin Story, canon character death
Language: English
Status: Completed
Published: 2016-01-19
Updated: 2017-03-09
Packaged: 2018-05-14 23:04:58
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Rape/Non-Con
Chapters: 41
Words: 285,125
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5762371
Author URL: https://archiveofourown.org/users/Darksidekelz/pseuds/Darksidekelz
Summary: <blockquote class="userstuff">
              <p>Megatronus was outspoken, and full of dangerous ideas, ideas that only a mech with nothing to lose could afford to indulge in.  And that was why Soundwave hated him.</p>
            </blockquote>





	1. A Bond Forged in Blood

**Author's Note:**

> Basically going to cover different chapters of Soundwave's life, from his time in the gladiator pits, to the end of the series, all focused on his relationship with Megatron.
> 
> (EDIT 1/10/17): So yeah, that REALLY didn't pan out as described. For one thing, this story was only meant to be 13 chapters long. NOW look at it u.u; Anyway, instead of a series of random chapters from Soundwave's life, this story covers the birth of the revolution, all the way up until our 'heroes' leave Cybertron.
> 
> Also, I will (slowly) be going back through to fix up my typos and minor continuity errors.
> 
> Thank you for reading!

Step left, stoop low, lean away, cross-counter, go for the throat.  Soundwave's opponent wasn't a big mech, but he was broad, heavy, and well-armored – though the last wasn't uncommon for a gladiator.  The ring wasn't kind to fragile mechs – even Soundwave had piled on the armor as soon as he could afford it.  But even so, the extra protection didn't change the fact that his light build was ill-suited for his chosen profession.  He had to rely on means beyond brute force to win his matches, and for Soundwave, this meant strategy.

He was good at strategy – good at predicting his opponent's moves, good at turning those predictions to action – it gave the illusion that he was faster than he was.  And it was his sole advantage, the only way a highly-specialized failure of a science project could hope to compete with miners and warriors and all manner of heavy-duty machinery.

His opponent landed a blow – a solid hit to his chest-plate, and Soundwave went flying backward.  He recovered quickly, regained his footing as he hit the arena floor with a solid thud, sliding backwards, and sending a cloud of dust into the air.  The mech could hit hard, but his aim left much to be desired.  Had he struck even a few inches lower, Soundwave easily could have been split in half. 

At last, he stopped sliding, processor already focused on his next move.  He could feel the vibrations of the ground below strike him to the core; his opponent was charging, heavy steps like thunder to Soundwave's audial receptors.  But Soundwave was ready.

Planting himself solidly on the ground, he allowed his data cables to deploy, shooting full-speed at the other mech, who was too slow to react before one creepy appendage was able to snake its way past thick plating, making contact with the sensitive protoform below.  From there, it was one solid jolt of electricity, and his opponent toppled over, heavy body twitching weakly on the ground.

"And the winner is: Soundwave, by knockout!" the booming voice of the announcer called out, moments later.  The crowd went wild, cheering his name even as Soundwave himself silently strolled out of the pit.

Soundwave was pleased.  Today was one more victory to add to his most-impressive count.  His undefeated status made him a fan-favorite, and as he held the record for most consecutive wins for his size class, he'd managed to gain some popularity even beyond the confines of his less-than prestigious position.  The real glory went to the mechs willing to trade their lives for it.  But that was not a luxury Soundwave could afford.

"Way to go, Boss!"

"That's gotta be a new record for you!  Couldn't've been more than two kliks!  Maybe even one!"

In the poorly-lit halls of the coliseum, Soundwave was greeted by a small army of Minicons – his Symbionts.  He allowed the tension to ebb from his frame, his EM field projected fondness, though his friends,  _ family _ didn't need such displays to know his love for them.  The five mechs were joined by an unbreakable bond, sewn deep into the fabric of their being.  They were all of his old life that remained, and Primus himself could not force them apart.

"Are you okay, Boss?" said Ravage, the unofficial leader of the lot.  "That was a pretty nasty hit you took back there."

Soundwave conveyed his well-being.  He'd never much cared for the sound of his own voice, preferring to communicate through things unsaid.  His arrangement of mutual understanding with his Symbionts was the ideal setup, and beyond them, there were few who required the effort spent on words.

"Is it just me, or is it a small crowd today?" Laserbeak chirped, perching himself on Soundwave's shoulder.  His brother, Buzzsaw, reflected the sentiment, and took his post on Soundwave's other shoulder.

Frenzy, the small red mech at Soundwave's feet, began bouncing up and down on his pedes, brimming with energy.  He knew something.  "Oh!  That's because Megatronus is fighting today!  Right now, even!"

Soundwave bristled, resisting the urge to hiss.  He knew Megatronus, or at least knew of him.  There were few bots in the Pits of Kaon that didn't.

Much like Soundwave, Megatronus had a record unsmeared by defeat; nearly all who faced him never came back, such was his brutality.  But he wasn't just a brute.  The mech was intelligent – he had to be in his position, and that intelligence carried over to off the battlefield.  Megatronus was outspoken, and full of dangerous ideas, ideas that only a mech with nothing to lose could afford to indulge in.  And that was why Soundwave hated him.

The mechs with all the power so rarely deigned to visit the Kaonian slums, but if word got out – if the high council heard tell of the whispers of revolution floating on the wind from the south, the lot of them could be in very real danger.

Soundwave's Minicons, however, couldn't get enough of the guy, much to Soundwave's chagrin.

"I don't think his match is over yet," said Rumble, Frenzy's blue counterpart.  "Can we go see him?"

Soundwave could never deny his Minicons anything.  Despite the distaste that wafted from his frame in waves of uncomfortable energy, Soundwave nodded his assent.  A little suffering was a small price to pay to see Rumble's face light up like that, to see Frenzy, no longer able to contain the joy overflowing from his tiny body, leap up into the air with a triumphant hoot.  If Soundwave had had a face, he would have been smiling.

~~~

Megatronus's match was held in the main coliseum, a fair walk away.  Rumble and Frenzy tittered behind him all the way, while Ravage made a game of weaving through his feet as he stepped onward.  Laserbeak and Buzzsaw, on the other hand, remained firmly perched on Soundwave's broad shoulders.

The noise from the crowd was audible from the start of their trek, but as they drew nearer, it grew into a deafening roar.

"Megatronus!  Megatronus!"

There surely wasn't an empty seat in the house.  Fortunately, as a gladiator, Soundwave enjoyed access to exclusive stands right next to the action which, while not an ideal place to view a match, at least managed to rid him of the nightmare that was navigating through an ocean of overcharged strangers.  Though that was not to say he was alone.  This was Megatronus.  There would be no avoiding the slew of other gladiators crowding in the box, spying on the match, studying the movements and strategies of a mech they may one day end up fighting themselves.

Soundwave's small band managed to shift through the sea of bodies easily, and soon they'd found themselves at the front of it all.  They were slight enough in size that no one seemed to care.

 Frenzy scurried up onto the railing, and Rumble and Ravage followed suit.  Soundwave, ever the protective guardian, stayed close, prepared to drag the little ones to safety, should it prove necessary.  The proximity to the battlefield made for an excellent view, but more often than not, the gladiator box found itself plagued by a slew of flying bodies and stray energy attacks.  It was as much a training session as a spectator sport.

Beyond Soundwave's watchful eye, locked in the throes of battle, was Megatronus and his opponent, Broadside, a red and grey mech nearly twice his size – impressive, as Megatronus himself was no lightweight.  The battle was well-underway, had likely started not long after Soundwave's own, and both mechs looked to be at the end of their rope.  Megatronus was missing an arm, and sported crushed cranial plating, while his opponent was leaking energon profusely from his midsection, painting the arena floor in brilliant blue, and making the ground slick with the fluid.

While both mechs were struggling to remain upright, it was clear which was destined to be for victory.  So long as Megatronus didn't do anything unbelievably stupid, the match would be over in minutes.

"Soundbabes!" a voice called out, clearly audible over the roar of the crowd, at least to Soundwave's sensors.  Leaving most of his attention fixed on his Minicons, Soundwave turned his head and nodded his acknowledgement to the mech forcing his way through the wall of burly gladiators.

"There you are.  I figured you'd be out here when I couldn't find you in the infirmary.  Speaking of, you ought to get over there.  Those wounds won't repair themselves, and they're gonna have their hands full pretty soon."

This mech had nothing of interest to say, so Soundwave didn't bother giving him the dignity of his continued attention.  Octane was a fussy bot with a mind devoted solely to profits, but he was Soundwave's sponsor – arranged his matches, handled the winnings, managed the affairs that Soundwave had not the time, energy, nor experience to.  And as much as he disliked the mech, he couldn't deny his necessity.  There were few who cared to conduct business with a bot who looked as Soundwave did.

"Fine, fine.  Don't know why I bother," he said with an exasperated wave of his hands.  "Anyway, I figured you should know that I've arranged your next match."

Soundwave said nothing.

"Next Dixosol, twentieth cycle."

When he didn't continue, Soundwave turned to face him once again.  The bastard had quite the shit-eating grin pasted to his face; he always did get a kick out of forcing Soundwave to speak.  And so, resigned, Soundwave allowed himself to be coaxed.

"Opponent?" he croaked in his throaty, mechanical voice, which surely could not be heard over the roar of the spectators, not that Broadside needed to hear the question to understand, or even get his weird jollies.

The mech nodded towards the battlefield, smile growing ominous.

Suddenly fearful, Soundwave whipped around, just in time to see Megatronus rip the spark from Broadside, crush the life from it with his bare hands.

The crowd went wild.

~~~

"Come on, Soundbabes.  Don't be mad.  Think of the opportunity!" Octane protested, trailing Soundwave from the coliseum and onto the dirty streets of the Kaonian underground.  Soundwave ignored the nuisance.  Octane knew exactly why Soundwave was upset – would've known how he'd react to the news. 

Megatronus was a death sentence to most – panic was a common reaction in situations like Soundwave's.  And while it would be a stretch to say that he was afraid, he also wasn't certain he could win.  Megatronus was a mech known for his brutality.  If given the opportunity, he  _ would _ kill Soundwave.  That was for certain.  And though Soundwave did not fear for his own fate, he was terrified for his Symbionts.  What would become of them should he fail?

Octane continued.  "Come on!  Talk to me, Soundbabes.  Do you know how difficult it was to convince Megatronus's manager to go for this?"

Soundwave kept walking, but the Minicons were more forthcoming.

"How difficult?" Laserbeak asked.

"Very!" Octane finished, lamely.  He hadn't been expecting that reply.  Still, he recovered quickly.  "Megatronus doesn't do timed matches.  The fact that you're undefeated yourself meant nothing."

"So what got him to come?" asked Rumble, falling back to join Octane.

"Novelty," Octane said with a shrug.  "In his career, Megatronus has never fought a mech quite like you."  Mostly because Soundwave was unique among Cybertronians.  In all the world, there was only one other 'mech' like Soundwave, and he was living a comfortable life far from Kaon.  Probably.

Soundwave's pace slowed, which Octane took as an opportunity to increase the levels of schmooze.  He threw an arm over Soundwave's shoulders.

"We need this, Soundwave.   _ They  _ need it."  He nodded towards the ground, towards Ravage and Rumble and Frenzy at Soundwave's feet.  "You may be at the top of your league, but it's still the minor leagues.  Ain't no one gives a shit about those.  We need a draw – something to bring in the crowds.  And nothing would say, 'I'm worth watching,' better than winning a fight against  _ The  _ Megatronus."

"Can he win?" Frenzy asked, nervous.  No one liked Megatronus as much as Frenzy.  Surely he was having difficulty processing this twist of events.

Octane shrugged again.  "Sure.  I got faith in my Soundbabes."  Soundwave always  _ did _ hate that nickname.  He ducked out from under Octane's arm, marching ahead with a bit more force than was normal.

"You cut some kind of deal with Momus, didn't you?" Ravage speculated.  "You wouldn't risk the boss's life for nothing."

Soundwave stopped mid-stride, and turned back to face the mech, his cold blank face locked dead on those nervous optics, and his Symbionts followed suit.  Octane faltered under the eerie attention.

"Okay, so I worked out an insurance policy, just in case.  Lucky me, Megatronus seemed  _ really  _ interested in your sorry aft.  But yeah, I get paid whether you win or lose.  What does it matter though?  You're  _ Soundwave. _  You always win, and I like it that way.  Just cause your opponent is the great Megatronus doesn't change that.  Think of the glory, Soundbabes.  The crowds will flock to you after this, and you'll never hafta worry 'bout where your – _ their  _ next meal is coming from again – mark my words.

Soundwave cast a glance at his Symbionts, who in turn watched him with matching looks of apprehension.  They were strong.  Without him, they would surely find a way to survive – a few were even gladiators in their own right.  They would be fine.  But should he allow things to remain as they were now, then their futures were less certain.  Six mouths were a lot to feed on a second-rate gladiator's budget, even with the small income brought in by Rumble and Frenzy; they were barely scraping by.  However,  if Soundwave won this match, it would be as Octane said.  More people would come to see his fights – more tickets, more bets, more money.  Things would be smooth sailing from here. 

With an unspoken command, the Minicons hurried to transform, folding themselves into further armor for him, their colors fading to his own washed-out blue.  Ravage shaped to his back, Rumble and Frenzy took either shoulder, and Buzzsaw and Laserbeak slotted smoothly into his chest-plate.

"Affirmative."

~~~

The next several days flew by in a flurry of frazzled nerves and intense sparring with his pint-sized army.  As always, he avoided interacting with the population at large, but he could hear the whispers of coliseum frequenters on the street corners, in the alleys, shops, from their own homes – there was much talk of the upcoming match, and of the mechs that he dared lay eyes on, not a one looked at him without pity.

It made him angry.  Some of these mechs had seen him fight – _ all  _ of them had seen Megatronus fight.  And still, they judged, as though the battle had already been fought.  How  _ dare _ they!

His own Minicons ranged from cautiously optimistic to completely terrified.

"You can still drop out, Boss," Frenzy groaned from the dented ground Soundwave had just put him into, ending their sparring match.  "You're good, but he's  _ Megatronus _ ."

Laserbeak was more confident.  "Megatronus isn't invincible, Boss.  And remember, he's never fought a mech like you before."

"Whatever  _ that  _ means," Rumble grumbled.  His pessimism was not reflected by Ravage.

"Laserbeak is right.  The nature of the death matches means that Megatronus has only fought undefeated mechs, but you?  You fight guys who get their asses kicked, learn from the affair, and grow stronger and stronger and stronger still.  If I had to wager, I'd say the better fighters are the ones you put in the infirmary each week."

It was reassuring, but Soundwave didn't want reassurance.  He just wanted Dixosol to come so he could be done with it.

And so it did.

From the moment he entered the coliseum, he could tell that today was special.  Never in his career had he seen the stands so packed – not even for Megatronus's battles.  Everyone was curious to see how their 'God of the Pit' would fare against a minor league mech with a reputation for being weird, alien, creepy, and most of all, different.  Octane had been right.  It was a strict novelty match, and the fact that it wasn't necessarily to the death made no difference to the spectators.

The rest of the evening passed by in a blur – at one point, Octane greeted him, a self-satisfied smirk on his face, and a shapely speedster on each arm.  He offered few words to Soundwave before moving on, and Soundwave preferred it that way.  The bots he cared about – his Symbionts, offered a few more words of well-wishing and praise, as well as one nervous goodbye.  Then, he was stepping into the ring.

Across the pit, he saw Megatronus, tall and confident, stride toward the center of the floor, greeted by  a  chorus of cheers.

"Megatronus! Megatronus!"

Though Soundwave was not without his fans.  His highly-specialized audials were able to pick out a small number of 'Soundwaves' scattered across the stands.  It was good to hear, even if it was drowned out by praise for his opponent.

Soundwave wasn't focused on the audience, however.  His attention was solely fixed on the mech who stood before him.

He looked smaller up close, the reality unable to hold a candle to his reputation – at least in Soundwave's opinion.  Still, he was a large mech, in every conceivable way.  Soundwave was no stranger to fighting larger opponents, while those of his own size class were significantly less common in the death league.  It was an advantage, though not one that would last him long.  Megatronus's wit was as mighty as the rest of him.

The mech was grinning at him, as though he'd already won – he always wore that expression in front of an audience.  It drove the crowd nuts.  But the pulse of his spark could tell no lies.  He was nervous.  Peculiar.

"Scared, Soundwave?" he growled, voice deep and gruff, a threat of violence, perfectly suited for a gladiator.  His effort at intimidation was destined to fail, however.  Soundwave was not a flappable mech by any means.  He took Megatronus's words, and played them back, with some assistance from the audience.

{{Scared – Megatronus?}}

Unlike Soundwave, Megatron  _ was  _ rufflable.  His eyes widened for the barest of moments – surprised that a mech who barely said two words to anyone, had the audacity to mock him.  But it morphed quickly into a wicked grin. 

No more words were exchanged between them.

In the announcer's box, Soundwave could hear the judges conferring amongst themselves, discussing the challengers, the odds, the best bars to go to for post-game pints.  But the moment the twentieth cycle struck, they dropped the chatter, focusing on business alone.  One took up a microphone to address the crowd.  It was time.

"Mechs and femmes, welcome to our Dixosol evening minor league match, the one you've all been waiting to see: Megatronus," he paused allowing for the deafening roar of the cheers to subside, before he continued, "Versus Soundwave!" Another, smaller chorus of cheers followed.

"This match is a timed battle.  Our challengers will have a limit of ten minutes to inflict as much damage on one-another as physically possible.  Whichever's functioning capacity is higher by the end of the battle will be the victor.  Alternatively, if either challenger is able to knock out or kill their opponent before the time limit, they will automatically win, regardless of how much time remains.  But enough chatter.  Let's begin!  Match: start!"

As always, Soundwave's first move was to put as much space between himself and his opponent as possible.  He leapt backward, landing with a thud on the solid ground, and Megatronus, a mech known for his relentless assaults, broke character and remained steadfast in place.  For a long moment, neither mech made to move, as the combatants sized each other up.  But the moment ended when Megatronus smiled.  That was his cue.

The next thing Soundwave knew, some twenty-five tons of mech was flying straight at him, arm flying towards his face in a vicious punch.  Soundwave dodged the blow with ease, and the next, and the next, circling his way around the larger mech with the grace he was known for.   Step left, stoop low, lean away, cross-counter, listen to the sparkbeat, the grinding of gears; hear feet digging into the ground, the air whishing away, the energon flow faster, grow hotter; hear the roar of fans, dodge, counter.

But even the most minute of predictions couldn't serve him forever.  Megatron was too savvy for that.  He feinted left, Soundwave dodged right, only to hear too late the air part – feel thick claws wrap around the armor of his forearm.  Thick as it was, it wouldn't hold up under Megatronus's grip; he could already begin to feel it buckle as the monster squeezed.

But Soundwave was nothing if not a quick thinker.  Megatronus's brief success had allowed him to lower his guard.  His chest, and moreover, the arrogant hole carved into his plating, over his spark chamber, was unguarded.  It was even the perfect size for one of his data cables to slip into.  And so, with Megatronus's left arm currently occupied, Soundwave seized his opportunity.

There was a sickening whirr as metal ground against metal, and the heat of sparks danced between the two before Megatronus, surprised by the sudden invasion, leapt away.  Soundwave did not follow; he never did.  It was always better to let his opponent make the first move, to use the enemy's attacks against him.

"Playing it safe, Soundwave?  What a coward you are," Megatronus spat, quickly recovering from the assault.  Any ordinary gladiator would have taken the bait and charged full-on, but Soundwave was not a mech to be distracted by taunting.  He knew what was important in this fight.

After another moment of stillness, Megatronus took it upon himself to bring the two together once more.

Soundwave couldn't respond as he had been.  It was clear that Megatronus had grown wise to his dodging habits.  He would not be caught off-guard again.  It was time for a new trick.

With more speed than Megatronus had been expecting, Soundwave's right data cable shot out, fastening itself to Megatronus's chest, and much to the mech's surprise, bringing him to a stop, mid-charge.  Despite all appearances, most of Soundwave's strength was contained in those thin, frail cables. 

Megatronus's shock did not last long.  He used their connection to his advantage, grabbing onto the cable that joined them, and dragged Soundwave forward, nearly sending him stumbling to the ground.  As it was, he was well within reach of Megatronus's free arm, though the precarious position of one of his most sensitive mechanisms had Soundwave far more worried.

It was a dangerous situation to be in, and Soundwave's left cable was quick to the rescue, aimed directly at Megatronus's exposed elbow joint, but it was too little too late.  With one sharp squeeze, Megatronus crushed the sensitive mass of wires and circuitry within his hand.  This time Soundwave really did collapse, releasing a stream of static as the feedback overwhelmed his processor.  But even through the pain, he fought on.  His remaining cable made its designated contact, and Soundwave sent a jolt of electricity through his target, momentarily stunning the hulking mech, just long enough to rip one massive arm from its socket.

Megatronus should have been howling in agony, but he had evidently grown accustomed to loss of limb over the years.  With his good hand, he took hold of Soundwave's head and raised him from the ground, squeezing all the while.  It did nothing to help the burn of the pain that already screamed through him.  Soundwave could barely focus, couldn't even pretend that he was still fighting in the pit.  He was hurting, and he wanted to share it with the world.

And so he did.

His scream was a weapon in itself.  Shrill, piercing white noise at just the frequency to create feedback in the processor of even the most guarded of bots, combined with a deep rumbling bass, that ripped right through the circuits of any unfortunate enough to hear it – a combination of sounds, modulated and mechanized, pain itself. 

Megatronus was stunned, as though Soundwave had used electricity again.  He released his prey, who fell to the ground, dazed and weak, but with reflexes sharp enough to land on his feet.  Unfortunately, the respite was short.  Again, Megatronus's good arm came flying for him, and Soundwave, unable to dodge, blocked with his left arm.

There was no last-minute rescue from a data cable this time.  The arm was shattered before Soundwave was able to gather his wits, and Megatronus did not appear to be letting go anytime soon.  He had Soundwave in close, exactly where he preferred his opponent be.  Soundwave struggled, clawing with his remaining arm, in a vain effort to get away.  Megatronus laughed.

"Oh, how the mighty have fallen – ugk!"

Soundwave had worked his data cable to the dense cluster of wires housed in Megatronus's neck, and sent the strongest jolt of electricity he could.  It worked for his purposes.  Megatronus's body was reduced to a twitching, uncontrollable mass, disrupting his circuitry and higher functions.  Alas, it wasn't enough to knock the monster out, and even worse, with his equilibrium shot, Megatronus had no choice but to fall forward, collapsing atop of Soundwave.  He'd gone and made a bad situation worse.

Still, with functionality on his side, Soundwave had the upper hand, if only for a moment.

Megatronus would be easy enough to throw off, but he had the greater range of Soundwave’s cable trapped beneath him at the moment, and squirm as he might, Soundwave couldn't seem to shake him.  So instead, he wrapped the scant slack of his data cable around Megatronus's arm, restraining him as best he could manage, given their positions, and used his own, free arm to claw at his opponent’s face, leaving a few long gouges across his lips.

Once again, Megatronus was quick to recover.  He was held close to Soundwave, unable to fight back with his upper body, but Soundwave had done nothing to keep his legs in check – couldn't really.  His own were far too short, and didn't bend in quite the right way to manage such a feat.

Megatronus rose as high as he could, and jammed one of the spikes that adorned his knee straight into the barely-armored protoform of Soundwave's belly, sending energon splattering all around him.

Megatronus was in a perfect position to finish off Soundwave.  If he wanted any hope of survival, he needed to act and he needed to act now.  Megatronus was unlikely to fall victim to Soundwave's screaming again, he didn't have enough energy for another electrical jolt, at least not one that would slow down Megatronus, and if he relinquished his data cable’s hold on the mech's arm, Megatronus would surely use that against him for an even quicker death.  And that was ignoring the fact that it was still pinned.  

There had to be another way – something he could say to shock the mech trying to eviscerate him.

He scanned the crowd for anything he could use, any individual noise that would be enough to distract Megatronus.  From a distant corridor, he found his answer, not ideal, but the best he had.

"Please," he said in the sultry voice of a stranger, strained with need of a different kind.  "Keep doing that, right there.  It feels so good!"

It worked.  Megatronus pulled back, his eyes widening in disgust, teeth bared, and most peculiar, sparkbeat pulsing quicker, flustered.  It wasn't enough to make him back off altogether, but the movement freed up Soundwave’s data cable, and the distraction provided lasted just long enough for him to dig its claws into Megatronus's unguarded back, pull him up, and fling all twenty-five tons of him across the ring.

The subsequent collapse of stadium wall was music to Soundwave's audials, as was the ear-splitting shriek of metal buckling beneath the weight of debris.  But it was over all too soon.  Megatronus stubbornly crawled to his feet, brushing off the rubble like it was nothing, though that wasn't to say he was unharmed.  Megatronus was no longer bleeding from his missing arm; the shock he'd received afterwards had melted the fuel lines around the wound shut.  Though that had been the only benefit of the electricity introduced to his frame.  It was clear that Megatronus was still reeling from the attack, his plating continued to twitch against his protoform, his legs trembled under the effort to hold him upright, and a blank look had overtaken his optics.  He was half on his way to the scrapheap.  But it wasn't enough.

Soundwave's victory depended on him ending the fight better off than his opponent.  The end was fast-approaching, and by his own estimation, Soundwave remained worse off, if only slightly.  He was back on his feet as well, fans cycling heavily to vent air to his overheating frame.  He'd retracted his broken data cable as best he could, though some three feet of it still hung limply outside its home.  His right arm was damaged; his left unusable.  His head was pounding, and his torso leaked a dangerous amount of energon that rather reminded him of Broadside, dead in Megatronus's last match.  He could not allow himself to suffer the same fate.  He needed to get back to his Symbionts, wanted to see them again.

Predictably, Megatronus was not content to wait on the clock, to win by virtue of being slightly more functional by the end of an arbitrary time limit.  He wanted to kill his opponent – it was how he operated.  He charged once more, noticeably slower, and it was all Soundwave could do to dodge.  He wasn't quite fast enough this time. 

Megatronus clipped his shoulder, sending him off-balance, though again, he was able to catch himself, turning just in time to see his opponent moving in for another blow.  Desperate, Soundwave mustered up the last of his energy reserves, and aimed his data cable straight for the hole in Megatronus's chest, sending one more jolt of electricity through him. 

With a shout of agony, Megatronus collapsed to his knees, but he wasn't done fighting.  Once more, he used their connection to his advantage, pulling Soundwave in close, and mustered the last of his own might to punch a hole through the earlier laceration he'd made in Soundwave's torso.

Soundwave collapsed forward, cradling Megatronus's head against his chest, static spitting from his vocaliser.  It wasn't a lethal wound yet, but if Megatronus kept up, it soon could be.  Only seconds remained on the clock, and Soundwave gave up all hope of winning.  So long as he survived to see Ravage and the others again, he would be happy.

He moved his data cable to the unarmored small of Megatronus's back and began drilling, hard and fast, until his cable snaked through to the other side.  From his new position within the brute, he was able to feed off of a small amount of the mech's energy, which was diverted into one more weak electrical shock, this time from within.  In the meantime, his own claws reached down to Megatronus's face, found his optics, and dug in.

He nearly didn't hear time called over the roar of Megatronus's own scream, and even once it registered, neither mech let go.  They'd fought to a stalemate, and it was not so easy to pull away.  Megatronus was known for his foul temper; if Soundwave let go first, the mech may very well decide to finish what he'd started.  And Primus knew that Megatronus wasn't going to be the first to budge.

Eventually, coliseum security had to come down and pull the two apart.  Both mechs sat on the energon-stained floor of the pit, in a flurry of stuttering vents and pulsing sparks.  Not long after, the judges came down, each carrying a diagnostic device to run over the challengers.

"Megatronus: operating at 23% capacity," called out one of the judges.  Scarcely a sound was heard from the crowd, beyond nervous sparks and shifting gears.  The judge moved over to Soundwave, scanning him with the tool.  Soundwave knew at that instant that something was wrong.  He could hear the surprise in the Judge's body, could see it on his face.

"Soundwave: operating at 23% capacity.  The battle ends in a draw!"

This time, the crowd did not cheer.

 

**Notes for the Chapter:**

> I may like violence a bit too much u.u;


	2. The Flames of Revolution

**Summary for the Chapter:**

> A tie in the ring means trouble for the fledgling revolution, and Megatronus seeks an unlikely remedy.

**Notes for the Chapter:**

> There is a brief sequence with implied rape in this chapter. Please take warning.

In the long history of the Coliseum, the event of a tie was unheard of.  No one knew quite how to respond, least of all Soundwave and Megatronus themselves.  Both had been sent home with an even split of the winnings, while the betting pool was quietly pocketed by the already-wealthy sponsors, much to the ire of the common spectator.  And the match itself was on everybody's lips for weeks afterwards.

"Guess Megatronus's not so all-powerful after all."  "There's no way they really tied!  It was a publicity stunt, plain and simple, to fill the pockets of the sponsors."  "Soundwave would have won that if it had lasted a few seconds more."  "You remember the part where Soundwave threw Megatronus across the ring?  Who knew he had so much power in those spindly little cables?"  And so on and so forth.  Of course, there was one word that prevailed beyond all others.

"Rematch."

Soundwave had no intention of engaging in such a thing.  He'd barely survived the first time around; it was unlikely he would meet with such success in a fight with a more savvy Megatronus, but what did he care?  Attendance at his matches had soared to new heights, while the once-untouchable Megatronus had lost a number of his die-hard fans.  It gave Soundwave a small sense of vindication – they may have tied in the pit, but in the end, it was  _ he  _ who had come out on top.

Megatronus was only too aware of this.  And he wasn't pleased.  He began to show up more on Soundwave's radar – on the streets he frequented, at the market, in the corridors of the coliseum, and most strikingly, at Soundwave's matches.

"It's like he's stalking you," Ravage said with a grimace.

"Course, if he tries anything, we'll put him in his place!" Frenzy boasted.  His own hero worship of Megatronus continued to burn strong, but he was filled with a new confidence these days.  If Soundwave could fight Megatronus to a draw on his own, then, should he choose to fight the way he was meant to, with the full might of his Symbionts, he would be unstoppable.  Soundwave, of course, had no intention of allowing the lot to get anywhere near the wrong end of Megatronus's claws, but he kept that to himself.  No need to disappoint the little guys.

Strangely, despite the increase in appearance, Megatronus never initiated contact.  He was content to observe, to loom, and unnerve, at least from Soundwave's perspective.  What did Megatronus want with him?  That, he did not know. 

Not a thing happened in a twelve-mile radius of Soundwave without his audial sensors picking up on it, and Megatronus was hardly the silent type.  He boasted to the other gladiators, he was fair to the commoners of the underground, and appreciative of his fans.  But no matter where he was, who he spoke to, he never brought up Soundwave, or what he might want with him. 

He did, however, speak an awful lot about revolution.

This wasn't new, by any means.  But whereas in the past, Megatronus's ideals had been met with a god-like reverence, today, the whispers of the common folk told of a change in attitude.

"If Soundwave can match him, Megatronus has no chance against the Senate."

Good.  As far as Soundwave was concerned, it was best to put a rest to such dangerous notions before they gained any traction.  Things would stay as they always had been, and the military would have no reason to come in and clear out the undesirables.

And he and his Symbionts would stay safe . . .

Megatronus, of course, was not content to stay quiet.  Despite the small dip in attendance at his matches, he had managed to amass a great personal wealth, enough to fire his manager and represent his own interests.  And he had made waves.  It was unthinkable for a pit fighter – a glorified slave, to own himself, and though most mechs were in Soundwave's boat – too afraid to strike back, even in such a minor way, that didn't keep them from speaking in awed whispers over a pint, in the alleyways, when they thought no one was listening.

Change was in the air, and Soundwave did not like it. But he could no longer ignore it, least of all at Megatronus's next match.

Frenzy and Rumble had dragged him to the arena that day under dubious motives.

"It's clear he wants to see you.  Come on, Boss!  You caught the optic of Megatronus!  Not a lot of mechs can do that," Rumble wheedled, while Frenzy dragged Soundwave towards the stands with surprising strength.

The fight was to be his first arranged by himself, and so confident was he of victory, that he had promised a special surprise at the end of the match.  Despite this, the battle was quite unlike his usual fare.  Under the sponsorship of Momus, Megatronus was most often found fighting brutes, tanks, powerhouses of increasingly greater size and weight.  Today, he fought three small mechs who operated as one unit.

They were collectively called Reflector, and they, rather like Soundwave, were an anomaly within the ring – spy equipment converted to battlemechs.  Also like Soundwave, they were crafty.  Never before had there been such synchronicity in a team battle.  The little mechs disappeared the moment Megatronus averted his optics, only to reappear in a blind spot, strike, and vanish again.  Megatronus was simply too big to keep all three in his optical radius.

But he was still Megatronus.  The mech called Viewfinder was the first to fall, caught mid-strike, his helm crushed to a fine pulp between Megatronus's massive hands.  The other two did not survive long after.  Soundwave couldn't help but feel that Megatronus was trying to prove a point to him directly, in a way.

_ "I do not fear you.  I do not fear what you've made of me.  I have destroyed this representation of you – you will be next." _  His suspicions were only exacerbated when Megatronus, face bloodied like a mech demented, sought out Soundwave in the crowd and smiled.

"Boss, he's looking over here!" Laserbeak chirped.

"Kinda creepy.  I don't like it at all," Ravage hissed.  "Maybe we should go."

"Don't be such a rust bucket Ravage," Rumble groaned, pulling on one of his hind legs in teasing fashion.  Ravage hissed, took a swipe at the little mech, and hopped down from the railing. The moment Soundwave took his optics off Megatronus to attend to his rowdy Symbionts, the former began his victory speech – uncommon, but not unheard of.

"My fellow Cybertronians," he began.  "My brothers, sisters!"

The crowd continued their roar.  "Megatronus!  Megatronus!" Megatronus waited patiently, until the cries of his name transformed to confused murmurs.  Most mechs in his position, himself included, wanted to further rile the crowd, sending them home with their blood lust stronger than ever.  But Megatronus was doing no such thing today.  His stance was wide, arms folded behind his back, fresh corpses forgotten on the ground like the scrap they were.  Soundwave could only assume that he was about to do something supremely foolish.  

Once the crowd had grown mute, Megatronus continued.

"Forgive me.  My actions today are unorthodox, but I have waited far too long in silence, and there are some things that can no longer go unsaid.

"My fellow Cybertronians, I ask – how many of you are happy – truly and honestly happy?  I know I'm not.  Everywhere I go, I see suffering – the caretaker, stooping to any means in order to fill the tanks of the hungry, while he himself, runs on fumes – breaks down.  I see the shop owner, forced to hand over her meager profits to buy protection from corrupt thugs, or suffer the loss of life and livelihood.  I see the mech with no skills, no possessions, nothing to his name, wasting away to dust.  I see those who sell all they have and more for a moment of happiness – a hit of some drug that can take them far from the suffering of their world.  And I see the pit fighter, cast into the darkness after failing to live up to the expectations of his caste – given the ultimatum: fight or die.  In the streets, I see theft, I see murder, I see a cesspool of every sin imaginable, brought about, not by some great moral failing of society, but by the depravity of desperation

"But though we suffer, we suffer together.  We are brothers, sisters, the scrap of society, forced to its dark underbelly by circumstance, and by birth.  I see a society pushed to the breaking point, stomped beneath the foot of those who would rule us"

The crowd at first listened in rapt attention, but they soon grew restless.  They knew the words Megatronus spoke, and most had heard them before, though never in such a grand way, and never in such a public setting.  Here, naked before the world, Megatronus was more dangerous than ever.  But whether driven by fear or curiosity, nobody dared interrupt him.

"I see I have made you nervous," Megatronus acknowledged.  "Which only serves to prove my point.  In a just society, in a free society, there would be no need to fear the spread of ideas.  But the Senate  _ does _ fear, I can see that in your misgivings here and now – you fear that they will come, to the slums they willfully ignore, and they will silence us, because we threaten their comfortable way of life – their convenient ignorance of our suffering.

"To which I say, 'let them come.  The great Megatronus will be here to meet them.'"

A scattered applause broke out at his words, mostly from the gladiators that surrounded Soundwave, but many still were apprehensive.  Megatronus continued.

"How is it that we can be content to live in the gutters, to live as slaves while they hide on the surface in their gilded towers, bask in the sun that we, the destitute, are denied?  What makes them better than us?  The caste they were born into? Is it the will of Primus that some shall be blessed while the many suffer?  Well, if that is the will of Primus, then I refuse to follow him any longer.  Megatronus bows before no one."

Heresy was one thing, but blasphemy was quite another.  The uncomfortable murmuring increased, but to Soundwave's surprise, so too did the applause.  Rumble and Frenzy were even getting in on it.

"Neither mech, nor god – circumstance nor birth, shall rule me – rule  _ us _ any longer.  I alone may not make a difference, but I am not alone, never have been – brothers, sisters, fellow Cybertronians.  All it would take to free us of our poverty, our suffering, is for us – all of us to raise our fists in protestation, to say 'I refuse to be content with the world you have created for me.'

"I understand your fears; they are valid.  Just by uttering these words, we are at risk – because they fear what we can do if they spread.  We have more power than even we realize.  From the suffering syphonist to the mighty gladiator.

"We are stronger than they are, we will not be lost to the darkness of ages, we will not suffer so they may prosper.  Stand with me, my comrades, and let us bring about our own glory!  We shall rise, and they.  Shall.  Fall!"

The mixed reactions of the audience grew all the more apparent.  Those who approved erupted in a chorus of wild cheers.

"Megatronus!  Megatronus!"

But most others clearly did not know how to react, trading glances and nervous murmurs amongst themselves.  A handful of mechs even booed, which Megatronus took with a quiet grace.

But what Megatronus did not hear were the most dangerous of whispers, from the back of the sponsors' seating, from the judges' booth, from all manner corners and crevices throughout the stands.

"The Gladiator called Megatronus,"  "He's become more trouble than he's worth."  "Put a stop to this before he gains a following."  "Contact Ratbat."

Soundwave shuddered.  He knew the name – Ratbat was the senator who oversaw the twelfth district of Kaon – their home, from his comfortable glimmering spire all the way in the Crystal City.  But more than that, Soundwave knew Ratbat on a level that no other mech did, and he was intimately familiar with the senator's method for dealing with unwanted objects, and unwanted people.

He signaled his Symbionts close, and made his exit.

~~~

Soundwave next saw Megatronus nearly a week later, at the celebration of Rumble's first victory in the ring.  Such an occasion was the only way that Soundwave would allow himself to be caught dead in a bar, least of all after Megatronus's speech.

The underground had maintained a strained silence in recent days.  Soundwave was not alone in wanting to leave before the impending backlash, but if he'd been in possession of the means or money to do so, he wouldn't have been a gladiator in the pits.  The elites would come, and when that happened, Soundwave would do what he had to in order to protect those he cared about.

In the meantime, life would continue as normal.

Megatronus hadn't let up in his stalking.  Even now, sitting at a table comprised of himself and his Symbionts, a small cube of diluted low grade in front of him, Soundwave could feel those gleaming blue eyes on his back.

He had not, however, expected to be addressed.

"Soundwave," that deep voice said, under its breath, from across the noisy bar room.  "I would like to speak to you.  Come with me, outside."  Megatronus got up and left the room, but Soundwave had no intention of following. 

A few kliks passed with Soundwave continuing to slowly sip down his fuel, and ensure that Rumble, Frenzy, and Ravage did not chug down more than their tiny frames could handle.

Frenzy's comm pinged, a call from an identification code that Soundwave did not know, but he had no need for guesses as to the identity of the caller, least of all when Frenzy rose to his feet and began teetering towards the door with the widest, dopiest grin on this face.

Soundwave would have none of that.  Two steps put him between Frenzy and the exit, warning in his stance.

"I don't think so, Boss," Frenzy grumbled.  "You're not getting between me and my chance to meet the Great –"

Soundwave cut him off with a sharp hiss, which caught the little mech by surprise.  It was perhaps a bit over-protective, but Soundwave had no intention of letting one of his Symbionts fall into the clutches of Megatronus.  He had no illusions about how  _ that _ would end.

But if Megatronus was using his Symbionts to get to him, then he could no longer be ignored.  This was an issue that could not be allowed to escalate any further.  With a tense frame and a low growl from his vocaliser, Soundwave stalked outside, in no mood to play Megatronus's game. 

He found the mech in a nearby alley, waiting for him, a smug grin plastered on his face.

"Took your time," he chastised.  Soundwave didn't bother responding to the taunt, and the smile on Megatronus's lips faded.  "I'm sure you're aware that I've had my eye on you lately."

This time, Soundwave did react, drawing back in an over-the-top display of surprise. 

Megatronus was not amused.  "Don't mock me, Soundwave!" he spat, lunging forward, as though preparing to strike.  Soundwave didn't even flinch.

Disappointed at the lack of reaction in the intolerable little mech, Megatronus withdrew to his original distance, his optics narrow slits of blue light.  "Enough with your games.  I'm here to talk business.

"You heard my speech last week.  You know my goals – surely you've known of them for awhile now."

Soundwave kept his blank stare fixed on Megatronus, which, if the skip in the pulse of his spark was anything to go by, unnerved the gladiator quite a bit.  But he did not allow himself to grow flustered this time.  Megatronus continued, with a strain in his voice.

"And I know you're aware of the aftermath of our battle." 

One more blank, unnerving stare.  Megatronus ignored it.

"Before we fought to a draw, I had the people's trust.  I was invincible – Megatronus – a god in Cybertronian form!  Were it not for the disgrace I suffered at your hands, I have no doubt that my bold display would have been met with more enthusiasm."

{{ If Soundwave can match him, Megatronus has no chance against the Senate,}} Soundwave countered.

Megatronus's fists shook with the need to strike the imagined smirk from Soundwave's nonexistent face.  His composure was fading.  "Revolution must happen Soundwave, and you stand in its way, so I offer you a choice.  Fight me again.  I think we're both aware who will be victorious this time, unless you've got more tricks hidden under your plating."  Soundwave bristled, angry at the truth that rang in those words.  Worse yet, Megatronus picked up on his ire, his poisonous glare morphing into a smirk once again.  "Or you can join me."

Soundwave scoured his databanks for an appropriate response.  Within an instant, a burst of laughter, taken from the audience of some long-eradicated comedian, rang from his speakers. 

Megatronus was not amused, and saw fit to defend his offer.  "As distasteful as I find your existence, I admit that your abilities would be beneficial to the cause.  You weren't meant to fight, Soundwave.  You can see it in your structure, your skill set – specialized for surveillance, am I wrong?  You're armor is ill-fitting – you've clearly undergone a frame overhaul or two."

Soundwave hissed, shrill static piercing the air, enough to buzz angrily against Megatronus's plating.  But then, to his surprise, the aggressive gladiator with the 'never back down' attitude did just that.  He raised his hands in apology.  "It's not an insult, Soundwave.  In a way, you embody much of what I'm fighting for – to overthrow the caste system that confines most of us to a limited existence.

"I was a miner by birth, but I had thought, emotions, building inside of me that had to get out.  I was naïve – thought I could become an intellectual, an artist, a poet.  Instead I wound up here, doomed once more to a life where strength of body is the primary factor in determining one's worth.

"I don't know your story, Soundwave.  I don't need to.  What I see when I look at you, is proof that a mech can excel in an area he was not forged to excel in.  Despite all odds, you are a skilled warrior, the best I've ever fought, not despite those traits that make you unique, but  _ because _ of them."

The tension drained from Soundwave's frame at Megatronus's words.  It was as though there were some magic buried within them, able to capture the sparks of those he shared them with.  He would have made a great poet, indeed.

But pretty words were not enough to sway Soundwave.  He backed away, to the disappointment of the great mech. 

"Your skills would be invaluable to the cause.  Your presence would take our odds of victory from a mere pipe dream to a certainty.  Confidence in the movement would soar to new heights!  Two invincible mechs, matched only in power by one another, taking on the world, and making it their prisoner.  Just think about that, Soundwave."  With his say finished, Megatronus strolled out of the alleyway, brushing past an increasingly uncomfortable Soundwave, and pausing to offer a nod of appreciation to Frenzy and the rest, who had gathered to watch the scene unfold.  Traitors, the lot of them!

No one dared move until Megatronus was long gone.  At last, Soundwave allowed himself to relax, at least a little.  There was still a certain band of troublemakers do deal with.  He turned, empty face focusing long and hard on a particular little red ringleader, and Frenzy responded with a cheeky grin, as though he weren't facing down a bigger and far stronger machine of death.

"So, you're gonna join him, right?  You'd be amazing together!"  Soundwave's silence grew even colder, if that was possible.

"Aw, don't be like that," Rumble chimed in, drawing Soundwave's ire upon himself.  "Megs is right.  Times is a changin'.  Best to be on the right side of history, yeah?  We'll be heroes!"

Soundwave was quite done with this conversation.  He stepped from the alley, passing right through the gaggle of Minicons, who scurried to get out of the way.  They were quick on his heel, and stubbornly persistent.

"I think Megatronus might be able to do it," Ravage said, trotting on ahead.  "I know you're bein' wary, but the guy's got a point.  We're strong, angry, and there's a lot of us.  If we can mobilize, then I think we' d be quite capable of making those slag-suckers at the Senate sit up and pay attention."

"And with you and Megatronus together, the people would flock to you!"  Buzzsaw added helpfully.  "He's a charisma overload, and you – well, you're really crafty," his weak finish did nothing to endear the already irate Soundwave to him.

Rumble picked up the slack.  "'Sides, we'd come with you, and we're hardly a bunch of slackers, are we?"

Try as they might, Soundwave was not about to budge on this issue.  The Minicons were optimists, and Megatron, despite all he'd been through, was an idealist who had never seen the full might of the Cybertronian nobility first-hand.  Soundwave had, in a sense.  He was a weapon, he knew everything there was to know about their enemy – at least as of half a vorn ago.  Of course he was afraid!  No amount of pretty speeches, nor angry guttermechs could get them the firepower needed to overthrow the senate.  Sentiment could never stand up to the might of an ion cannon.

It was bad enough that Megatronus wanted to put the lot of them in danger, but his Symbionts had been with him since the beginning.  They knew better.

"Come on, Boss," Laserbeak protested, flying level with Soundwave's face.  "I don't wanna live like this anymore.  I hate living in the slums, I hate watching you put your life at risk to protect us, I hate not having enough energon in my fuel tanks – and that you consume far less than you should so we can have first pickings.  I miss our old house, where the roof didn't leak creepy green liquids from upstairs, and the food was to die for, and I miss my perch!  I know it's not much, but it made me happy!  It was mine!  Now I don't have a perch, and when I do find something to sit on, I always gotta share with Buzzsaw!  I miss not sharing.  I miss not living in squalor.  I hate it here, and I want out!"

Of all the protestations, Laserbeak's tugged the hardest at his spark, but Soundwave was resolute, and well beyond over this particular topic.  He gave the command for his Symbionts to return to him.

Laserbeak reluctantly complied, and Buzzsaw.  But Ravage, Rumble, and Frenzy stubbornly remained out.  Soundwave tried again, more insistent. 

"You can't just ignore this, Boss," Ravage insisted.  "This is bigger than all of us.  At least consider it."

"We're free mechs here," Rumble added.  "And we're gonna be treated like it.  Even if it means disobeying you."

"So there!" Frenzy finished, rather lamely.  Under normal circumstances, Soundwave would have found it amusing, but not today, not now.  If his Symbionts wanted to rebel, he wouldn't stop them.  But nor would he change his mind.  With a stiff set to his shoulders, he continued onward, back to their run-down apartment with the leaking ceiling, all the while hoping that he'd hear the patter of tiny footsteps behind him.

He never did.

~~~

Ravage, Rumble, and Frenzy were still out when Soundwave heard the army – hundreds of feet all marching in unison, hundreds of sparks flaring with purpose.  They were here, and they meant business.

At his flare of anxiety, Laserbeak and Buzzsaw ceased their mid-air scuffle, turning full attention on him.

"Boss?"

Rumble, Frenzy, and Ravage were still out there – would be when the soldiers arrived.  Argument or not, Soundwave wasn't going to leave them to their fates.  He rushed for the door, but when the bird duo made to follow him, he stopped.

"Buzzsaw, Laserbeak: command: remain here.  Soundwave: will return shortly."

His use of words signaled just how dire the situation was, but the pair didn't argue.  "Good luck, Boss," Laserbeak mumbled, displeased, but ever-obedient.

Soundwave's first action upon reaching the outdoors, was to focus his audial sensors entirely on finding sign of his missing Symbionts.  The world around him may as well have been dead silence, fading away until there was nothing left, save for a boisterous voice, the clank of glasses, pouring liquid.  Rumble and Frenzy were still in that bar across the neighborhood, chatting up some fellow drunken gladiators.  Ravage, he would not find; he was too stealthy to be tracked if he didn't want to be.  But the other two he could save.  He allowed the world to fade in to sixty percent, then switched to his alt-mode, an armored truck, and raced off.

The first shot was fired a scant five kliks later, in the neighborhood market, taking out a row of shops, and sending the above building toppling down to the street.  Thank Primus it was not a tall one.  When the dust cleared, the army was in full view, headed by a brilliant red tank.  Before the surrounding civilians had a chance to recognize what had just happened, the soldiers charged, and the world turned to chaos.

Civilians scattered every which way as the blaster fire erupted.  Those that were hit, fell to the ground in a twitching heap, as an electromagnetic pulse charged through their circuits.  These mechs weren't shooting to kill.  Interesting.

Interesting though it may have been, however, Soundwave did not stop to deal with the soldiers.  His goal was too important to delay  – find his Symbionts, bring them back home, hide until this mess was over.  Not an easy task.

It was impossible to focus on the now-moving Rumble and Frenzy when the sounds of terrified screams, of deafening explosions and blasterfire tore through the air, threatening to damage his sensors.  He had to dampen them, or risk losing his hearing altogether, and  _ that  _ he could not sacrifice.

Even unable to hear everything, he heard more than enough.  A group of soldiers had ganged up on a mob of decrepit and wounded shopkeeps, who had emerged from the rubble of their homes, brandishing bits of debris as clubs.  They had guts, but sentiment got them nowhere.  They were swiftly overrun.

Further on, he could hear, with alarming frequency, stifled whimpers, heavy grunts, the clang of metal; he even saw with his own optics – the soldiers made no secret of their actions.  Mechs Soundwave's size and smaller, on the ground, mounted by Ratbat's soldiers, pleasure stolen from the violation of their bodies.  Soundwave could do nothing for them.  He kept on at full speed. 

At least until he was side-swiped by a giant from nowhere, and sent rolling into a nearby building, currently on fire.  The heat at his back was suffering, the impact of the blow left him with more than a few dents, and the smoke clogging his vents was uncomfortable at the very least.  Still, if being a gladiator had taught him anything, it was how to recover from a blow.

He was transformed and on his feet the moment he was down, backed against the twisted, burning wreckage as two mechs nearly as big as Megatronus closed in.  He had no intention of giving the army any legitimate reason to bring him harm, but he was not about to lie down and give in to these thugs.

His data cables extended, leaving both bots frozen with matching looks of horrified surprise on their faces.  It was almost too easy to latch his claws over their helms, to send a heavy jolt of electricity through their frames.  Unused to such assaults, the pair collapsed to the ground, their bodies in stasis lock.

Soundwave didn't dwell on his victory, and pressed onwards through the carnage, mere kliks passing like years, as he watched his neighborhood vanish before his optics, the people ravaged by the lust for violence of Ratbat's men.

He had no more encounters, at least none that slowed him down.  Soundwave had years of experience besting his physical superiors with non-lethal attacks, and though they may have called themselves 'soldiers,' these mechs were no gladiators.

After far too long, he finally heard the sound of salvation, for him at least.  Rumble and Frenzy were back on his radar, and nearby to boot.  He raced for them, towards the foreboding sounds of battle.

The pair had found themselves in the midst of a drunken brawl, backed by several of the other bar patrons, and doing rather well for themselves.  There was little quite so dangerous as a Rumble-Frenzy tag team match, and most of the other mechs were gladiators to boot.  Add in Ravage, lurking in the shadows to attack any suitably-distracted target, and victory was assured.  This batch of soldiers, cut off from the heavy artillery, seemed at last to have had enough.  They made their retreat, many among the mob still on their heels.  Rumble and Frenzy followed, but short legs left them in the dust. 

Soundwave saw his chance.  He gave the command.   _ Return to me. _

The twins froze mid-step, turning towards Soundwave with matching glares of fury.

"No chance!" Frenzy spat.  "Surely you saw us back there!  We wiped the floor with those guys!  We can push them out – show 'em we mean business!"

Alternatively, their enemies would come to realize that the underground was a threat to be taken seriously, and would return with heavier firepower.  Soundwave repeated his command.

"We're not going back!  Not until we know our home is safe!"  Rumble growled.  Soundwave repeated the command.

Both twins made a break for it, valiantly attempting to follow the mob, and Soundwave, frustrated, reached out with his data cables, grabbed on to some transformation kibble, and hoisted the two struggling Minicons into the air, pulling them in close.

"What do you think you're doing?!" Frenzy hissed, while Rumble tried to kick out at the sensitive cable keeping him captive.

"You can't do this to us!  We're not toys for you to play with!  Let us go!"

Soundwave did let go – not because of the protests of his Symbionts, but because Ravage had leapt from the shadows to bite one of his cables.  Soundwave let out a hiss and retracted the both of them.

What was he doing?  He'd turned on his own Symbionts, those he'd sworn to protect!  It was for their own good, true, but what was the point in fighting on, if his own loved ones hated him?  He gave the command in vain one more time, cringing as all three turned their backs on him.

And then he felt the scream, tearing from within him, ripping its way through the bond that connected him and his Symbionts.  His circuits burned with a dangerous fire, and he stumbled, gladiator instincts catching him before he hit the ground. The feedback resonated within Rumble, Frenzy, and Ravage as well.  They all froze in their tracks, fully aware as to the cause of their suffering. 

Buzzsaw and Laserbeak.

Soundwave had thought them safe at home, but he'd left before he'd seen civilian residences targeted, collapsing to the ground in flaming heaps.  Soundwave had left his Symbionts to the enemy.  What had he been thinking?!

This time, he didn't have to give the command.  Ravage, Rumble, and Frenzy all raced to his side, slotting into place, and he sped off in alt mode.  Nobody got in his way this time.  In fact, most of the soldiers seemed to have cleared out, leaving smoldering wreckage and traumatized townsfolk in their wake.

Soundwave reached his home in record time, or what was left of it.  The five-story tower of apartments had collapsed to the ground, crushing the birds beneath its weight.  Ravage and the others deployed without his command, and immediately began digging through the rubble, directed by the bond they shared, and Soundwave joined them, clearing the debris of his former home with everything he had. 

Half a cycle must have passed, and though Soundwave had cleared a number of bodies from the wreckage, he had paid them no mind, hadn't so much as paused to see if they lived on.  They were irrelevant.  But his Symbionts were alive; he could feel their pain acutely, and he had to save them from it.  This desire gave him the strength to carry on, even as his fingers began to snap off, and his cables strained to the breaking point.  But finally, _ finally _ he heard a familiar voice squeaking beneath him.  Buzzsaw.

Energy renewed by hope, the four mechs plowed through the rubble, until Buzzsaw's hiding place was at last unearthed.  His wings were erect, optics bright, terrified, but he appeared uninjured.  The lucky Minicon was small enough to be caught in a crevice as the building collapsed all around him.  Laserbeak, on the other hand, had not been so lucky.

Most of his body was unscathed, albeit twitching violently around an unidentifiable chunk of building, which his head had been crushed beneath.  Any movement he made was involuntary; he had gone into stasis lock long before, barely clinging to life.  Soundwave ushered up one last show of strength, and pulled the rubble that pinned the bird bot away, tossing it to the side, and scooped the tiny, trembling body into his arms.  On the ground beside him, Buzzsaw began to hop up and down in a mad panic, shrieking one word over and over again.

"No!  No no no no no no no!"

Soundwave issued his command, and Buzzsaw, despite his madness, was quick to transform and slot himself into Soundwave's chest, close to the calming influence of his spark.  Soundwave reached out to him, comforted him, until he at last drifted into a deep and dreamless sleep.  With another thought, he reached out to the others.  Again, they did not protest.  The night had been rough on all of them, and there was no place safer than within Soundwave's frame.  He only wished he'd realized as much earlier.

Laserbeak still twitched in his arms.  He was fading fast, wouldn't make it through the night without immediate attention.  But the scant doctors of the underground would no doubt have their hands full with tending to the numerous injuries and trauma suffered by the rest of the settlement.  They would make no special arrangement for him in such times, and with such a non-traditional frame type, it was unlikely that they would see to Laserbeak at all.  But he knew someone who might.

He opened his comm and called Octane.

~~~

To his great surprise, the coliseum had not been targeted in the raid.  But it worked out for him in the end.  His connections with his middle-caste sponsor allowed him access to services he otherwise would have been barred from, and though Hook wasn't exactly a doctor, he knew more than enough about Cybertronian anatomy to help Laserbeak.

In the meantime, all Soundwave could do was pace the empty corridors.  His menacing presence had gotten him barred from the operating room long before, though he still listened in, of course.  What if poor Laserbeak woke up and he wasn't there?  He'd be scared out of his wits!  Soundwave had to be ready to return at a moment's notice, to provide the comfort that only he could.

Due to the nature of his skill set, Soundwave was unused to surprises.  He was far too astute to be caught unawares, but here, in the dark and dusty hall of the coliseum, wandering aimlessly with his full attention fixed on a far-off location, he had not noticed that he was no longer alone.  At least, until he'd stumbled head-first into the other mech.

He snapped back to attention, shoving himself away from that massive chest, while thick silver arms were already trying to grab him.  Of all the mechs to run into, it had to be  _ him _ .

Megatronus, for his part, looked a bit weary, though there was not a fresh scratch on him.  Soundwave was willing to bet that the revolutionary had missed the raid altogether – let innocent townspeople bear the brunt of the mess  _ he'd  _ initiated.  Soundwave let out an involuntary hiss of surprise.

"Soundwave," Megatronus said, ignoring the unenthusiastic greeting.  "I heard about what happened.  I thought they would come here – I was waiting, as were a few others.   _ I'm _ the one they wanted,  I was ready to take them head on.  By the time I realized they weren't coming, they were already long gone."

The excuses did nothing to ease Soundwave's anger.  For once, words came to him, and he was eager to release them.  "Megatronus: should not have angered the senate!  Megatronus: understood potential effects incited by his words; Conclusion: Megatronus allowed it to happen.  Megatronus: primary threat.  Soundwave: eliminate!" 

Megatronus would get the rematch he wanted, though it was sure to be disappointing.  Soundwave was weak, his hands, disfigured, his data cables, too strained to even deploy, and his usually-sharp mind, clouded by fear and anger.  But he didn't care.  He too, was a warrior, and even his calm resolve had its limits. 

His remaining Minicons were deployed with such haste, that they scarcely had time to land on their feet, in fact, Rumble and Frenzy couldn't manage even that much.

"Boss!  What are you doing?!" Rumble complained from his undignified position on the floor, but Soundwave didn't answer.  Instead, he relayed them a command to take care of Laserbeak, to go to him once he woke.  None of them budged.

Soundwave didn't notice.  He was too busy charging at a strangely-concerned Megatronus, throwing his weight around as though he were a much larger mech.  Naturally, this did little damage to the titanic gladiator.  Soundwave stumbled feebly into Megatronus's waiting arms, and was held at bay, too far away to land any kicks.

"Soundwave, stop this.  I would be embarrassed to defeat you in such a state."

Soundwave shrieked, and Megatronus, taken by surprise, released him.  He had enough of an opening to get in close for a solid head butt, jamming a sharp spire from his crest straight into the larger gladiator's throat.  A stream of energon rained down on him as he pulled away, but the damage was not enough to slow the monster down.  The next thing Soundwave knew, massive hands had gripped his head, and began to squeeze.

"No more of that," Megatronus growled, punctuating his action with the sharp screech of crumpling metal.  Though he stopped his assault before Soundwave's brain module suffered any damage, much of the outlying regions of Soundwave's helm suffered, including his audio transmitters.  There would be no more weaponized sound coming from him today.  With his best asset denied him, Soundwave tried kicking out, twisting and struggling in a weak attempt at regaining his freedom.  Instead, he found his body slammed into the wall, then dropped, strutless, to the ground, a heavy foot placed at the center of his chest.

"Yield, Soundwave.  I have no desire to kill you."

Soundwave continued to struggle, partially-formed hands working vainly to pry the foot away.  He would not give up.  He would teach Megatronus the error of his ways, or die trying.

Megatronus dug his foot in deeper.  "I understand.  You're angry about your friend.  Do you think you are alone in your grief?"

_ Yes!  _ he wanted to say.  Most mechs did not know the experience of a sparkbond, let alone the bond shared by a carrier and his Symbionts.  No one could truly know the pain he felt at Laserbeak's suffering.  But at the same time, Megatronus's words were beginning to break through to the remote island he'd buried his mind upon.  His behavior was all-too childish, and any response of affirmation would have been unreasonable. 

Laserbeak was injured, but alive.  He'd lost a home he'd never cared about, but he still had his Symbionts.  Others had lost everything, others had been grievously harmed, violated, tortured.  What of  _ them _ ?  He stopped struggling.

"I will answer that for you," Megatronus continued, "as I seem to have rendered you incapable of doing so yourself.  You are not alone Soundwave.  Everyone is angry, everyone is hurting.  Those above thought that they could preemptively cripple our will to fight.  This is why they did not target  _ me _ .  I am invincible, I cannot be harmed, but I am but a single mech.  What am I without followers?  No, they targeted  _ you _ , the uncertain, the mechs trying to live their lives peacefully with their heads buried in the scrap at their feet.  And in doing so, hurt me more than any battle could have.  Indeed, I see your suffering, and I weep.

"They wanted to turn you against me, stir up fighting amongst our lot, all without lifting a finger.  And it's worked.  You are playing right into their plan, and I know you're smart enough to see that.

"So tell me, Soundwave.  Will you be their puppet, will you incite a war between guttermechs, so that the Senate may remain in power, or will you unleash your well-deserved vengeance on the ones directly responsible for hurting Laserbeak?"

He was being manipulated by the pretty words of Megatronus once again.   Words may have been mere sentiment, but it was foolish to deny the power they held in the right hands, and Megatronus was a master wordsmith.  He could turn this tragedy into a cause worth fighting for, incite righteous fury in its victims, and those in similar positions.  And maybe, just maybe, he could go farther than that.  Soundwave – stubborn, practical  _ Soundwave, _ was finding himself caught in the thrall of Megatronus's pretty promises, and if it could happen to  _ him _ , then it could happen to anyone, maybe even someone that could provide their lot with the firepower they needed to pose a true threat.

But now was not the time for strategizing, while he was still in such an emotional state.  There would be plenty of time for that later.  Right now, only one thing mattered.  He let go of Megatronus's leg, offered up the sight of his empty, bloodied hands.  Megatronus removed the foot from his chest.

"Can I take that as a surrender?"

With great difficulty, Soundwave crawled to his feet – a bit unnecessary for what he was about to do, but he wanted to make his intentions clear.  With slow strides, he approached Megatronus, who tensed, but did not stop him.  Then, careful not to stumble, he kneeled before the tyrant, bowed his head, offered complete submission. 

He had been content to remain in the background, allow events to take course around him, but the actions of Senator Ratbat had made it all too clear that the world was about to experience drastic change, and Soundwave was going to be on the right side of history.  From now on, he would serve the cause of Megatronus.  Primus have mercy on all who opposed them.

**Notes for the Chapter:**

> (EDIT 1/19/17) Corrected some typos


	3. The Elusive Path

**Summary for the Chapter:**

> Soundwave is committed to seeing Megatronus's vision made reality, but such lofty goals may prove too much for Megatronus himself.

**Notes for the Chapter:**

> I don't think I mentioned here, but I'm basing this story only on the continuity of the Prime cartoon itself. I've been taking some inspiration from Exodus here and there, but if it wasn't in the cartoon, then it's not set in stone for this fic.

Laserbeak had suffered significant damage to his brain module.  He would live, fly, fight, just as he always had, but the damage to his neural net was irreversible, and hardest hit had been his language center.  He would never again speak, could barely comprehend, and his processing speed had taken a severe hit, rendering him scarcely more functional than a common drone.  It was difficult – for him, for Soundwave, and all the others as well.

The quiet, subdued Minicon was still Laserbeak – shared his body, his spark, his bond, and memories.  Soundwave could feel the dull thrum of his emotions, as he always had, but now they came through from behind a veil of muddled thoughts, forgotten memories, and unending frustration.  Though he had no words, the little bird's anger was clear.  He knew, on some level that there were things he once could do that were now denied him.  He'd sit on the floor and stare at his new perch and flap his wings and spit static, trying his hardest to remember how to get up there. 

As a mech who relied primarily on non-verbal communication, the adjustment to a speechless Laserbeak was easy enough,  but the adjustment to the new Laserbeak – to the tantrums, the forgetfulness, the distance – was not so much.  It was a little terrifying, to watch his loved one undergo such a sudden, severe change, unable to do more than pour love and support through the bond in hopes that they would reach him. 

It was hard going for their entire family, but Laserbeak was alive, and that was all that mattered.  It had to be.

In the meantime, and perhaps in part to take his mind off the unease in his spark, he poured the rest of his energy into helping with Megatronus's burgeoning revolution.  Converting Soundwave had been a big step forward for Megatronus, but two mechs did not an army make, nor seven, once the Minicons were counted.  In order to overthrow the council and their miserable caste system, they needed to recruit reinforcements, ideally without inciting a retaliation from on high.  The last thing they wanted was another swarm of soldiers charging in to tear their world apart.

Reactions to that particular assault had been mixed.  Many had caved to the show of force, went back to their lives, kept their heads down, distanced themselves from Megatronus, and the coliseum, and all talk of change.  It was Soundwave's job to find their opposites, those that retained their unwavering support of Megatronus, or at the very least, sought vengeance on the ones who had so wronged them. 

And so, Soundwave did as he always had, and listened.  And where his audial sensors could not reach, he sent his Minicons out to observe.  Ravage was a born spy, and tiny Buzzsaw was surprisingly good at going unnoticed.  Even Laserbeak would go out from time to time, when his health allowed.  It seemed to make him happy, even if he could do little more than transfer back recordings to Soundwave. 

Even with the four of them working, there was still an entire district's worth of information to sift through.  It was a full-time gig, that left Soundwave with little time to fight in the arena.  And so he had quit, devoting his life wholly to the cause of Megatronus.  Much to his surprise, Octane had been sympathetic towards his decision, and instead focused on arranging more matches for Rumble and Frenzy to pick up the slack.  Their meager winnings as low tier Minicon fighters would not have been enough to live on, were it not for the fact that, after losing their home in the riot, Megatronus had opened up his own to them, and though it stung at his pride, Soundwave had little choice but to accept.  He would repay Megatronus – would devote all of himself to ensuring that the beautiful future he dreamed of became a reality. 

Finding bots was the easy part.  Converting them to notion of taking up arms against a superior foe was another matter entirely.

For the most part, the gladiators, looking for another fight, or to impress the Great Megatronus came willingly.  Gladiators did not fear death, and they did not fear the council.  Unfortunately, the majority of mechs were not gladiators.  Whether they agreed with Megatronus or not, most were more than a little reluctant to risk their lives for change.

And so, they needed action.

Megatronus strove to become more of a public figure than ever, in an effort to show that change could be accomplished.  He was there in the aftermath of Ratbat's assault, hauling bots from the wreckage of their homes, donating his modest wealth to get the hardest hit back on their feet.  He targeted the crime rings of the underground, the Combaticons, the Predacons, he brought their leaders to their knees, converting them to his cause by force.  He became an inspiration – a mech that got results, changed their world for the better.  And slowly but surely, public perception of Megatronus began to change.

He was no longer merely a god of the Pits, but an all-around deity of benevolence.  And though they did not know, much of his success was a result of Soundwave's hard work, telling Megatronus where to go, when, and how to approach negotiations.  There was not a bot in Kaon that Soundwave did not know the name and political leanings of, and Kaon was just the beginning.

"Tell me, Soundwave.  What are the people saying?" Megatronus asked, leaning over a datapad full of notes – successes and failures.  Even at home, his mind was focused solely on the goal.  Soundwave was determined to match, and surpass that dedication.

"Percentage in favor of Megatronus: Kaon: 64%, Tarn: 30%, Tesarus: 15%, Helex: 2%, Iacon: .4%, all other City States: Numbers insignificant."  Speaking in his own voice was strange, but it was one of the few requests Megatronus had made of him upon his arrival, preferring it to stolen recordings and interpretive silence.  Soundwave was all too eager to oblige.  He had never liked the sound of his voice, it's deep and raspy quality, laced with the electronic feedback caused by years of damage, and thus, he had avoided its use whenever possible.  For Megatronus, however, he would speak, with as many words as Megatronus so desired.

Megatronus raised an optic ridge at the numbers.  "Our message is spreading.  I was unaware we had supporters so far away as Iacon.  I won't ask how you came across this data, but these numbers will mean nothing if we cannot stand against the senate, so tell me now, will they fight?"

Soundwave was less enthusiastic about this answer.  "Chance of taking up arms: 30 percent of strong supporters claim they will fight for Megatronus.  Data: Kaon only."

Soundwave jumped at the sudden shriek of harsh metallic sound – Megatronus had slammed his fists into the table in a moment of rage.  It was strange to witness.  Soundwave had known of Megatronus's temper, had even been on the receiving end of it in the past, but since forging their partnership, he had been perfectly well-behaved.  Perhaps the stress was finally getting to him.

"Still they will not fight?!  What more do I have to do for them?"

Soundwave, with instincts forged from years as a carrier to his Symbionts, stepped forward, extending the comforting influence of his EM field to Megatronus, in an effort to calm his anger.  He felt the tension ebb from the leader's frame, heard the contented purr of that massive engine.  It was short lived.   Megatronus was on the defensive immediately, tossing Soundwave a narrow-eyed glance over his shoulder. 

Though Megatronus gave no further sign of disapproval, Soundwave knew he had crossed a line.  The bond between them had grown over their lunar cycles spent together, to the point where Soundwave had begun to think of the mech as family, as someone to be protected, and cared for.  But Megatronus was a warrior.  Pride ruled his actions; he would be loathe to accept comfort, an indicator of his own weakness, least of all from another gladiator.  Soundwave would have to go against his nature, to be more careful, and less caring. 

He needed to divert attention away from his blunder.  "Suggestion: conditions – unpleasant, but not intolerable.  Population:grows complacent.  Populace requires more concrete cause, if they are to risk their lives."

"Was Senator Ratbat's assault on us not enough?" Megatronus snarled.

"For Kaon, it was sufficient.  For Cybertron, insufficient.  Populace: ignorant of whom they're fighting – how.  Require tangible operations."

"A plan of attack," Megatronus replied, turning his back on the table, and stroking his scarred chin.  "And, perhaps something to rally behind."

"A designation."

A spark of excitement twinkled in Megatronus's eyes.  "A name, yes.  It will give us some legitimacy.  A symbol perhaps, as well – a single image can convey as many as a thousand words, or so they say."

"Organization."

All at once, Megatronus's good mood vanished; Soundwave instantly regretted saying anything.  "Yes, I suppose so.  Up until now, we've been reacting to the people around us – the council, our potential allies and enemies as well.  But that's going to get us nowhere.  We need to be more proactive, strategize, utilize our assets to the best degree . . ." his voice tapered off, unsure.  He knew where they needed to be, but the path was nowhere to be found.  And though Soundwave would have never voiced it, he could see in Megatronus the face of a mech, lost and vulnerable.  He resisted the urge to reach out with his field, to comfort.

Megatronus's shoulders slumped, half-defeated, but still stubbornly holding on.  "I will see what I can do.  One step at a time, Soundwave.  We will get through this."  He made to leave, no doubt off to sequester himself away in the glorified closet that was his quarters, and think things through, with his solitude to keep him company.  Soundwave doubted the effectiveness of such a strategy, but he couldn't deny that Megatronus needed a moment to himself.  Primus knew he deserved it.

Still, it was better to leave him with something positive to think of.  Before he could depart, Soundwave made a quick scan of his databanks, seeking out one perfect audio clip, that even Megatronus couldn't protest.

{{Megatronus!  Megatronus!}}

Megatronus paused in the doorway, his spark quivering.  Indeed, the sound of the crowds, cheering his name had become cemented in his mind over the years as the ultimate reward.  It was not a sound that he could hear, without the joy of victory welling up within him.  Soundwave only hoped that he hadn't crossed another line.

The moment was short-lived, the pulse of that mighty spark slowed, growing calm and content – for the high-strung mech anyway.  He tossed another look over his shoulder, just long enough to offer Soundwave a nod of acknowledgement, and a rare smile of appreciation, before he disappeared from sight.

And for just a moment, before rationality reclaimed him, Soundwave felt that he could live on those smiles alone.

~~~

Despite his new position as hero of the people, Megatronus continued to fight in the Pits.  It was who he was, how people knew him – as a warrior, and it was an image he worked hard to maintain.  He fought once a decacycle, arranged the match, did his own accounting, and then went right back to planning his revolution – speeches, public appearances, one-on-one deals.  Megatronus was stretched thin these days, and it was starting to show.

He no longer bothered with any but the most vital of maintenance, he recharged once every several days, his plating lost its healthy sheen, his eyes, once so hopeful and blue, grew dim.  He needed help – more than Soundwave alone could give, not for lack of trying.  Soundwave already knew how to care for others; caring for Megatronus's home had been easy, even compounded with his surveillance and strategizing.  He had even approached Octane for assistance in managing funds, so that there would be one less thing for Megatronus to worry about. 

But efficient as he was, Soundwave was not a socially adept mech, and he never would be.  Megatronus had arranged for a few of his more trustworthy followers to work as recruiters, and as trainers.  But they still needed focus, direction, orders, and those were things that Soundwave could not provide.

Dixosol had come again.  It was the day Megatronus most liked to fight on, and he was a mess.  His dazed stride as he trudged from the workroom indicated that he had not recharged the previous night, and the sad gasp of fuel lines struggling to pull energon from an empty tank was a sure sign of a mech who should not be stepping into a one-on-one death match.  Soundwave  _ knew _ he could never talk Megatronus out of fighting, so he did the next best thing.  He ran to the fuel storage room, and offered up a cube of mid-grade.

 Megatronus shook his head.  "You take it.  I'm not hungry."  He was past the point of it.  Soundwave was familiar with extreme hunger, with the nausea it caused, deceptively urging its victim to abstain from the one thing that could cure it.  Soundwave would have none of that.  He stepped directly into Megatronus's path, and jerked the cube towards him, careful not to spatter any of the precious liquid on the floor. 

_ I insist _ , was not said aloud, but very much implied.

"Stand aside," Megatronus growled, once again, but Soundwave did not budge, even when Megatronus lunged forward, made as if to strike.  "Do as I say, Soundwave!"

This time, Soundwave spoke.  "Negative.  Refueling: Necessary.  Megatronus: Consume."  He held out the cube again.  Megatronus's will, strong as it was, could not match Soundwave's patience.  He could get five stubborn Minicons to behave; Megatronus was no challenge.

Megatronus seemed to sense his defeat, for he took the cube, and downed it in one gulp, growling all the while, before shattering it against the wall.  Soundwave did not wince.  Megatronus's tantrums were no uncommon sight these days.  With as thin as he'd worn himself, it was to be expected.  An empty receptacle was no great loss, nor was an upturned table, or a cracked datapad.  It rarely escalated beyond that, and even so, Soundwave knew that Megatronus would never dare strike him or his own, no matter how angry he got.  Even consumed by rage, he knew full well that Soundwave was the best asset he had.  Lose him, and the revolution would die right there.

A few moments passed, and the fire dimmed from Megatronus's eyes.  He said nothing, stepped by the shattered remains of the energon cube, and stumbled out the door.  And Soundwave, despite the outburst, and the anger, followed him.  They had a match to attend.

The moment he left the walls of his home, a complete change overtook Megatronus.  His hunched shoulders straightened, until his exhausted shuffling became a proud march.  He greeted passerby, many by name, making certain to add a smile and personalization to those he knew to be on the fence about supporting him.  And all the while, Soundwave followed behind like a shadow, watching and listening, taking in the individuals of the crowd, analyzing each bot for usefulness and allegiance.

Here was Motormaster, a bit of an idiot, but homicidally brave – in full support of Megatronus.  He would make an excellent warrior, and his small band of loyal followers would be sure to accompany him.  There, Impactor – sharp, chaotic, and supportive, though his doubt occasionally shone through.   Gasket was next, a common thief, on the fence after Megatronus's crackdown on crime, though the two seemed to stand on the same ideological page.  And over there . . .

_ That _ was a new face.  It was a purple mech, with a face that was little more than a single, red optic.  His visage was unique among Cybertronians; Soundwave couldn't have forgotten it.  But who was he?  He'd heard no news of this newcomer, nor anyone acknowledge him.  Peculiar.

Peculiar, but not unfathomable.  Perhaps Soundwave himself, had been stretched too thin lately as well.  Perhaps it was a minor mistake that he had overlooked.  Either way, he would make to rectify it.  Megatronus didn't need to know of his blunder.

~~~

Today, Megatronus's opponent was yet another brute – Turmoil.  He was huge, strong, not incredibly smart – the exact kind of opponent that Megatronus had been mowing down for years.  It should've been easy.  But exhaustion had crippled Megatronus, slowed his reactions, dulled his wit, gave Turmoil the opening he needed to do very real damage.

Megatronus took a beating – a hole had been punched through his stomach, the plating on his chest, peeled back in an effort to get at his spark.  Energon flowed generously from a crack in his helm, and now the two stood, face-to-face, arms locked like lovers, grappling for survival.  And with Turmoil suffering minimal damage, it was easy to see how this would end.

"I knew it – Megatronus is just a mech."  "Shoulda stopped fighting.  What happens to the revolution now?"  "I knew better than to risk my life for such a mech."  "Megatronus!  Megatronus!"

Soundwave was verging on panic.  He had dedicated his life to Megatronus's cause.  The mech had opened his home, provided for him, granted him not only a life and a purpose, but a shot at a future as well.  Losing him would destroy their chances of overthrowing the Senate.  Nobody would rally behind  _ Soundwave _ . 

And so, Soundwave pushed aside his pride, and Megatronus's.  Survival was more important.

It was easy enough to acquire Turmoil's comm frequency.  After that, it was a matter of recalling everything he knew about the mech, and finding the best target to hit.  One voice came up, heard some months ago – young and angry and vulnerable.

_ "I know what you did, Turmoil.  And I'll tell the world!" _

The reaction was instantaneous.  Turmoil froze, limbs stiffening, all fight vanished in a moment of irrational fear, and Megatronus saw his opportunity.  He forced all of his strength into one vicious punch, bursting right through Turmoil's spark chamber.  The mech collapsed to the ground, dead.

"And the winner is: Megatronus!"

"Megatronus!  Megatronus!"

Megatronus raised his arms in victory, a foot planted on Turmoil's corpse, playing the role of champion to a tee, despite his grievous injuries.  Soundwave had no doubt that he knew the cause of his sudden victory, but he was certain to be the only one.  From the outside, all that could be seen was a mech caving to the superior strength of his opponent.

And that was why he wasn't bothered in the least by the unwavering, single-eyed stare of that purple stranger from earlier.  He couldn't have known!  Could he?

"Boss?" Ravage asked, concerned over Soundwave's sudden unease.  Soundwave shook his head, conveyed his reassurances, and slipped into a corridor and out of sight.

~~~

"What did you do?!" Megatronus snarled, lunging forward in a blow that might have hit Soundwave, had Megatronus been capable of throwing a straight punch at the moment.  Self-repairs could only handle so much damage, and in his post-match bloodlust, he had seen fit to seek out Soundwave rather than Hook.  A trail of blue trickled from his body, marking on the ground the exact path he had taken to get here.  He would go into stasis lock soon, if he did not take care.

Soundwave didn't bother answering.  He didn't need to.

"You did something.  There is no way Turmoil's strength just suddenly gave out!"  They were dangerous words to utter in public.  Soundwave needed to put a stop to them before they reached the wrong audial sensors.

"Megatronus: Functional Capacity: 42% and falling.  Seek medical assistance immediately."

Megatronus did not take the command with humor.  "You  _ dare _ to order me?!"  He lunged once more, this time using his superior mass and the narrowness of the corridor to box Soundwave in, though his advantage was fleeting.  He was too disoriented to hold his position, and Soundwave was quick to duck under his arm, easily freeing himself from the pathetic hold.

He did not like the direction this encounter was going.  He'd never been good at commanding others with his words, not in the way Megatronus was, but if ever there was a time to learn, it was now.

"Desist," he droned, only further inciting the wrath of Megatronus.  This time, however, the bulky bot did not charge, likely due to his leg mechanisms failing.  It was as good of an opening as Soundwave was going to get.

"Megatronus: make a choice.  Acquired workload: too heavy; defeat: imminent – to yourself, not the Senate.  Maintaining gladiator life, concurrently leading revolution: Impossible.  Choose."

Megatronus snarled, collapsing to his knees.  Even from a lower vantage, his menacing aura did not waver.  "I am Megatronus!  God of the Pit!  I am undefeatable!  I will not be told how to live by an – an _ inferior  _ mech!"

The words stung, but Soundwave chose to ignore them.  Megatronus was a great mech.  He was just stressed, lashing out.  It would be fine, if he could only get through.

"Megatronus: is not god.  Today is proof.  Megatronus nearly went offline; result: near-death of revolution.  Inquiry: Megatronus’s words – truth?  Inquiry: freedom – desired?  Pit fights: desist.  Be a leader."

Megatronus was stubborn.  Weak as he was, he tried to lunge at Soundwave, and was easily stopped by a data cable.

"Addition: Many supporters of Megatronus – gladiators.  Every match cannot be with a detractor.  If Megatronus fights, then allies will die.  Desist.  Give up fighting comrades.  Focus fight on the senate."

It was perhaps the most Soundwave had ever said in his life, and somewhere deep down, he could hear his words getting through, could hear the fury within Megatronus's spark subside, not that he could ever allow himself to admit defeat.  He struggled feebly against the data cable that held him in place, teeth bared and optics glowing bright.  Soundwave had said all he could.  There was little more he could do to convince Megatronus, save for give the mech time to calm down and think it over.  And perhaps get him to a medic.

He ran a short electric pulse through Megatronus's frame, just enough to push him over the edge into a subdued stasis lock, and wrapped his cables around the massive mech to the best of his ability, carrying him all the way to Hook's office.

~~~

Megatronus should have gone home to rest after the fight; even Hook couldn't get him back to full functional capacity in an evening, but the stubborn mech had insisted on a public appearance, even after all that had happened, and Soundwave was fresh out of arguing capacity.  All he could do was follow behind, and keep others from seeing their would-be leader's weakness.

The bar was rowdy, noisy, and unpleasant.  Soundwave hated every moment of his time spent there, but even he couldn't deny that it was a great place to recruit.  He certainly hadn't missed the increase in patrons with each successive visit, as Megatronus grew in popularity.  Supporters or not, everyone wanted to hear what he had to say.

"Was a close fight today, huh?" said a wide-eyed little speedster sitting close to Megatronus, basking in his presence.  Deadlock – a  _ firm _ supporter.

"Yeah," said a tank well into the throes of overcharge.  Brawl – tentative supporter and Combaticon muscle.  "What gives?"

"Not givin' out on us, eh?" said another drunk gladiator – Roadbuster – detractor.

"Wouldn't dream of it," said Megatronus with a winning smile.  It was near-impossible to imagine that his face had been smashed in mere hours ago, at least by looking at him.  Surgery and acting ability could take him far, but the sounds of his body told no lies.  Megatronus was barely upright. 

"Had to put on a good show, didn't I?  Not very fun if my opponent stands no chance of winning."

"So that explains the sudden comeback at the end!" Deadlock gushed, leaning closer.  Soundwave suppressed a wildly inappropriate hiss from escaping his vocaliser.  Where had _ that _ come from?  "I knew no one could beat the invincible Megatronus!"  The words brought a smile of fondness to Megatronus's face, but his frame was stiff, nervous.  He had grown all-too aware of just how wrong that statement was.   _ Invincible! _

"It's why we love 'im!" Frenzy added, offering Megatronus a friendly slap on the back.  The joints  of his spinal struts creaked in protest, as if to punctuate his fears.  Soundwave urged Frenzy to back off, and the oblivious little mech sheepishly obliged.

"The match was one thing, but  _ I  _ wanna hear 'im talk about politics," grumbled a voice from the bar, lost beneath the bustle of the crowd.  It belonged to a stranger, from Tesarus, based on his accent.  He was one more giant of a mech, the kind that Megatronus could crush in the ring with ease – dark grey, and with a cloak of long, thin blades that were most likely rotors.

He sat with another mech, even bigger, purple, six-eyed, with small teal wings folded against his arms.  They'd said nothing of note thus far; Soundwave needed to determine where they stood.  He reached out with a data cable, nudging Megatronus to grab his attention, and nodded to the newcomers.  Despite their earlier spat, Megatronus did not hesitate to follow Soundwave's recommendation.  He had awoken from stasis, a calm mech, and as Soundwave had anticipated, he was quick to forgive when in full control of his mental faculties.

"Friends," he said, making his way to the bar to greet them.  The crowd parted before him, granting him a wide breadth.  Soundwave followed close behind.  "Welcome to the Kaonian underground.  Let me buy you a drink." 

"Thank you," said the copter, nodding in wary appreciation.  "I'm called Blackout.  Pit fighter from Tesarus.  My buddy Lugnut is too.  Word's gettin' around about your little 'revolution.'  Must say, I'm curious.  Whaddya got planned?"

Megatronus's spark stuttered.  He was on the spot, and not exactly in top shape to be handling the difficult questions.  The fact of the matter was, their primary focus had been on gathering supporters, but they'd been wary of acting too out of line, for fear of another assault on an unprepared population.  Of course, Megatronus couldn't say that to a gladiator, at least not in such a cautious way, and definitely not in a room full of curious ears.

"What I have in mind," said Megatronus, without a trace of fear betrayed in his voice, "is a two-pronged assault of sorts.  With one hand, we spread our truth to the masses, gather support for our cause, steal support from theirs.   This is the simple job, anyone can do it – spread the word – tell the world, that we are no longer satisfied with enslavement, that we will rise up, and take our rightful place in the sun."

A few excited whoops punctuated his statement, but Blackout and Lugnut were not yet convinced.

"What's the other 'hand' doin'?" Blackout prompted.

Megatronus's grin grew solemn, his demeanor grave.  "It will hit them where it hurts.  Energon distilleries, factories, forges, cultural centers, the very foundation of their world.  They will not be able to ignore us.  However," he stood up straighter, his presence powerful, menacing.  The two strangers were larger mecha by far, but Soundwave could hear their sparks beginning to race.

"We must take caution.  They will no doubt link such activity with our movement.  Sector Twelve was already targeted by the Senate, to horrific result.  We must become untouchable – deflect where we can, for now, until we are more powerful – able to defend ourselves against their might. 

"We must learn to fight back –  _ all _ of us – train our forces.  We must acquire firepower.  And to that end, I must regretfully inform you that I have decided to give up life as a gladiator, and focus more wholly on leading the revolution.  I simply am not able to devote the time I need to our revolution, if I am also fighting in the Pits every week."

The shock that overtook the room was predictable, even going so far as to consume Soundwave.  He had not expected Megatronus to cave at all, let alone so soon, but he was glad for it.  The others were less certain.  Skeptical murmurs reached his audials; Megatronus was losing the crowd.  They knew him as a fighter, a gladiator.  To give that up was to turn their perception of him on its head.

But it was Lugnut to first speak up, to address Megatronus directly, deep voice rich with conviction.  "You've got dedication, if not much direction.  Still, I think I like it.  You have my support."

"And mine," Blackout added, with a sneer.  It was a show of bravado.  If the mech's spark was any indication, he was pleased to make the offer.

From there on, other mechs jumped to add their own pledges of support and loyalty.  Rumble and Frenzy were shaking with excitement as they kneeled before them – unnecessary given their already-established relationship with their benevolent landlord, but the power of the moment made a good case.  From the rafters high above, Buzzsaw let out a screech of approval, and most-surprisingly, Laserbeak, feeding off the strong emotions in the room, flew down to perch on Megatronus's shoulder.  Ravage, more refined than the others, remained with his energon cube, but his red eyes shone as they watched the excitement unfold. 

Deadlock was gripping his own energon cube hard enough to crack the glass, a look of manic enthusiasm about him.  Brawl, accompanied by his Combaticon buddies, Vortex and Blast Off, offered up a toast to their leader.  Then Blackout and Lugnut were offering to take charge of the movement back in Tesarus.  Meanwhile, Roadbuster, and a handful of other detractors had snuck off to a back corner, tentatively intrigued.  And as for that purple stranger . . .

Soundwave stiffened, taking a half-step back.  He hadn't noticed the bot come in –  _ he _ hadn't noticed!  The stranger was staring at Megatronus this time, rather than Soundwave, sitting perfectly still – no energon in front of him.  He made no sound.

It was impossible!   _ All _ mechs made sound!  Their sparks pulsed with a deafening consistency,  conveying their emotions in full clarity for Soundwave's consumption.  Energon flowed through fuel lines, gushing in rhythmic pulses, electromagnetic fields emitted a soft static that buzzed high and low, as they meshed with the fields around them.  Joints creaked and hydraulics hissed, but this stranger was free from all of it.  Such a thing could not be!

He reached out to Ravage through the bond, anxiety getting the better of him, and Ravage responded immediately, slipping through the crowd, invisible, until he sat at Soundwave's feet.  He didn't take long to spot the source of Soundwave's tension, and stiffened himself.

" _ Boss, _ " he commed.  " _ That mech's got no smell _ ."

No smell, no sound, and an inordinate interest in himself and Megatronus.  This was a dangerous situation.  It was time to tell Megatronus.  But he had wound up halfway across the room, cut off by a dozen strangers drunk on the atmosphere and the engex.  Soundwave wasted far too much time shifting past those in his way, getting in close, tapping Megatronus's arm, urging him to look towards the stranger.  Of course, by that point, the mech was nowhere to be found.

Ravage tried his best to track him down, but with no smell and no sound, there was little they could do.  Who was this mech, and how had he managed to disappear so quickly?

~~~

A week later, a factory in upper Kaon had been burned to the ground, the culprit: a small band of mechs led by the notorious criminal Gasket, who was killed in the arrest.  Two weeks after that, it was a warehouse in the city's eighth sector.  And then a power plant in Tesarus, leaving the upper city dead for an entire solar cycle.  Megatronus had ordered none of these attacks.

"Soundwave, have you seen this?" he said, huddled around his personal holocaster, attention fixed on a news broadcast.

"Another attack today, this time on Altihex Casino.  Apprehended were a pair of bots, Runabout and Runamuck of Helex.  Once more, they claimed to be acting on their own.  Here's what Senator Proteus had to say."

"They are not alone.  You are being  _ deceived _ if you believe such things.  This act of  _ terrorism _ is but the latest in a stream of attacks by an underground movement that seeks to uproot the very foundation upon which our society is built, no matter  _ who  _ gets in their way.

"Do not be fooled.  This is no great revolution, but the ego project of a megalomaniac, one Megatronus of Tarn.  The proof is in the name –  _ Megatronus _ !  He fights not for you, but for himself, and his personal glory.  And we shall fight back. 

"From today on, I am implementing curfew in my city of Tesarus, and I urge others to do the same.  Furthermore, I have approved a measure requesting the closure of all underground coliseums.  It is assumed that this Megatronus began his rise to prominence as a mindless, brutal pit fighter, an ugly stain on the glorious face of Cybertron.   Do not fall for this mech's  _ deceptions _ .  Stay safe, and stay indoors!"

"Deceptions," Megatronus mused, lips pressed tightly together, thoughtful. 

Soundwave tilted his head.  The goal of Proteus's words had been to discredit their movement, dismissing it as lies, delusions.  But Megatronus seemed to have been taken with an idea, one that he quite fancied, if the smile forming on his face was any indication.

"I think I've found our rallying cry."

  
  



	4. The Mech with One Eye

**Summary for the Chapter:**

> Soundwave finds himself plagued by the stranger with no sound. He'll do whatever it takes to find the identity of this mech.

"In the thirteenth cycle this morning, the Tripredacus Drone Factory in Tesarus was bombed by the terrorist group, the Decepticons."

-Click-

"The Decepticons were found to blame for a fire at the Momusian Storage Facility in Helex last night."

-Click-

"Decepticons are suspected to be behind this morning's robbery of the First Tarnian Bank, though definitive evidence has yet to be found."

-Click-

"Police forces have retaliated against a suspected Decepticon stronghold in Praxus, resulting in four deaths.  No arrests were made."

Each day, more and more reports poured in from across the globe.  Much to Soundwave's relief, the Senate had not seen fit to stage another raid on the underground, perhaps fearing that such an action would only send more mechs running to join the cause that was catching on like wildfire.

Publicly, Megatronus, of course, denied any connection with the Decepticons.  He had to look like the reasonable alternative to destruction and anarchy, the third path, the true path.  His words would lure bots in, and Soundwave would pick out the ones who would fight, the ones to fully induct.

He had no control, however, over the increasing number of mechs who came looking for violence.  Megatron had given their revolution a name, a face, a purpose, and like turning on a light, the membership increased in an instant.

"Guards at Ratbat Holdings are on red alert after Decepticon graffiti was found painted on the side of the building this morning in Kaon . . ."

The news broadcast shifted to an image of the graffiti, a face, painted in purple – sharp and angular and angry.  Its resemblance to his own visage worried Soundwave, but Megatronus had explained the reasoning behind his decision to use such an image, and it was difficult to fault him.

"I wanted it to be a perversion of the sign of our oppressors – it had to be a face.  My own was right out – the senate already tries to link me with the Decepticons, to paint me as a megalomaniac.  We cannot give them any fodder to work with.

"But you Soundwave," his grin softened, a hint of fondness flashing in his eyes.  "I told you once that you epitomize all that we are fighting for.  You're the face of this movement, Soundwave – even more so than I.  It's not a perfect likeness, by design, but I know it is there, all the same.

"I want our soldiers to see this symbol, and remember what they're fighting for . And for me, I will see in it the mech that solidified my beliefs, and offered me the path to victory."

It was flattering, if not a bit dramatic, but to hear such high praise from Megatronus made his spark soar – he felt as though he were a Seeker, able to fly wherever he so chose.  Megatronus may have credited Soundwave as his inspiration, but the feeling was definitely mutual.

Still, the notion of plastering his face to the wall of Ratbat Holdings left him nervous.  Of all of the senators to target, they had picked the  _ one _ that would recognize him.  But there was nothing he could do about it.  He pushed his worries to the back of his mind, and went back to shuffling through newscasts.

~~~

Soundwave rarely saw Megatronus these days.  More and more, the mech needed to be out among the people, putting his money where his mouth was, so to speak – not that he had much left in the way of wealth.  With neither he nor Soundwave holding down a job, their household subsisted almost entirely on donations by generous followers – money, goods, services – whatever they could get.

Megatronus's pride would not allow him to receive charity quietly.  In return, he taught mechs how to fight.  Secrecy forbade him from taking on too many students himself; the spotlight was on him – the last thing he wanted was to appear to be raising an army.  Other gladiators were assigned to train the incoming masses of new recruits.  Megatronus only trained those he owed, or those he saw potential in – Onslaught, Octane, Rumble and Frenzy, Motormaster, Brawl, and oddly enough, Deadlock, among others.

Outside of training, he held rallies, both private and public, attended personal meetings, forged strong relationships with the most useful of his followers.  Every so often, he'd even travel, though never farther than the neighboring city states.  Kaon was the root of his operation; he had no intention of leaving, even if he'd had the resources to.

The fact of the matter was, their movement was sadly lacking in such things.  It was unsurprising.  The majority of Decepticons held neither money nor political power.  Their weapons were stolen, knockoffs, or in short-supply.  They had not enough energon to feed an army, nor enough property to house one, both of which would become necessities soon enough.  Soundwave could only hope that Megatron would make a few powerful connections before that time came.

Soundwave meanwhile, did not accompany Megatronus these days unless it was absolutely necessary.  With such a shaky existence, intelligence and communication was vital to the continued survival of the Decepticon cause, and Soundwave was a master of both in a way no other mech could match.

At any given time, he had half the city of Kaon chatting away in his brain module, mind set to seek out and divert attention whenever certain key words were uttered, chief among them 'Decepticon' and 'Megatronus.'  At the same time, his data cables were jacked into the planet-wide trans-communication network, granting him access to all but the most encrypted of data he could hope to find.  Every news feed played through his head simultaneously, his attention shifting between them as relevant stories surfaced.  He monitored private civilian conversations to the best of his ability when he had the processor power to spare, and hunted down specific targets at Megatronus's request – usually far-off inductees, or potential sponsors.

Of course, he was spread incredibly thin these days.  As fast as his processor was, he couldn't handle so much information easily, even if he hadn't been worsening his condition by skipping meals and recharge cycles, an action he'd chided Megatronus for in the past.  He was grateful for the presence of his Symbionts.  Without their pestering, he'd forget to eat at all.

As it was, he rarely moved from his desk in Megatronus's home – it was the only connection point he trusted, and even so, his body was too overtaxed to tolerate much exertion.  If the larger gladiator frame he currently wore wasn't so beneficial to the physical wellness of his Symbionts, he would have switched to a lighter, more efficient frame by now, but at the moment, that was not an option.

Frankly, by this point, he was exhausted.  It would only be a matter of time before something would push him over the edge – send him crashing back down into the world of mortals – or just crashing altogether.

It was only fitting that the purple strange would be the catalyst.

He hadn't noticed the bot's presence at first; his mind was too detached from reality.  But Laserbeak was pulsing in agitation against his chest, and eventually, it became too distracting to ignore.  Without disconnecting, he returned his attention to his surroundings, and once his optics fell on the stranger, his spark nearly exploded in his chest.

The mech was in his room, watching him with that cold, detached optic.  How had he gotten in here?!  How had the security system not alerted Soundwave?!  He stumbled backwards, finally unplugging his cables, and shifting into an exhausted defensive stance.

"So this is where you work," the stranger said, voice every bit as cold as Soundwave had expected.  It sent chills down his spinal strut.  "Most interesting."

This mech couldn't be here, in Soundwave's private quarters, observing the secrets of the revolution!  He had no sound, no smell, no spark!  He could not be trusted.  In a moment of panic, Soundwave lunged, but the stranger dodged the wild blow with minimal effort.  His movements were slow.  He wasn't a fighter.  It should have been an easy hit.  And though the miss had been narrow, it was still a miss.  Just how tired was he?

"There is no need for that," the stranger said, in the manner of a mech whose head had not just nearly been severed from his body.  "I am not here to harm you.  Merely to observe."

Surprising himself, Soundwave answered vocally.  "Difference: not detected."  He lashed out with a data cable, and the stranger stumbled backwards, into a wall.  He made no sound as he hit it, nor did any fear enter his stance at being so cornered.

"It seems it was a mistake to invade your quarters.  Apologies."

Soundwave hissed in response, reaching out with another data cable, and grabbing on to the stranger's head, ready to kill.  The mech's plating buzzed beneath his touch, and suddenly, everything about him began to make sense.

"However, it would be in your best interests to refrain from such unnecessary action.  Your energy levels are at twenty-six percent.  You will not be able to keep up your rate of work for long."

Soundwave tensed.  How much did this mech know?  He'd transported his avatar directly into Soundwave's room.  Security  would make such a feat impossible for any ordinary mech.  And if he had pulled off one impossible deed, he could surely do more – perhaps keep tabs on what Soundwave was up to.

The stranger continued.  "But it does not have to be this way.  Senator Ratbat is open to communication with you.  All you need do is –"

Soundwave discharged the strongest electric current he could manage through his data cable, causing the stranger's holomatter avatar to dissipate.  It had not been his best idea, but the familiar name had dragged him into the grasping hands of panic – the stranger worked for Ratbat.  It was the worst outcome he could have anticipated.

But his rash action had cut off his best chance of finding this dangerous stranger, and tracing him back to his own origins, not to mention the fact that the excess energy spent left him reeling, dizzy, collapsing to the floor with a deafening pounding in his processor.

Laserbeak dislodged himself and flew to Soundwave's shoulder, his own tiny cables reaching out to stroke soothing circles into the plating of Soundwave's helm.  It brought a small amount of comfort.

He couldn't afford to be weak right now.  The enemy had somehow found a direct route into the home of Megatronus, and had transported a fully-functional avatar inside to spy on them.  It was not a possibility Soundwave had ever considered, due in no small part to the fact that the technology shouldn't have existed.  And if Ratbat could manage  _ this _ , what else could he pull off?

He needed to fight back – eliminate the threat of this stranger before it had a chance to grow.  Moving headquarters would be ideal, but impossible at the moment.  What little technology they'd amassed over the months had been installed here.  They had neither the time nor resources to move it, and abandoning it was out of the question.

Still, the fact remained that Megatronus's abode was known to the general population.  They'd thought their security adequate, but if assaults could be performed that only required coordinates, then the situation was more grave than he'd imagined.

The first step would be to scramble their own energy signatures, alter public records, place 'Megatronus' in a dummy residence, in case others sought him in the future.  He needed to make their location as difficult to locate as he could manage.

The next step was to find the stranger, figure out what toys he had utilized to catch them so off-guard, and find a way to deprive him of access, if not kill him outright.  This would, of course, require hacking into Ratbat's network – an incredibly dangerous feat, least of all for his security bot.  Still, the stranger had said Ratbat was open to communication with him.  While Soundwave had no desire to reciprocate, he figured he could at least fall back on that, should something go wrong.

His plan was ready.  He would divert thirty-five to forty percent operating capacity to this task, depending on necessity.  Fifty percent operating capacity would be devoted to his ordinary surveillance and communication tasks, and the remaining ten to fifteen percent would be reserved for internal functions.  His physical state would take a hit, but it would be worth it to secure the future Megatronus promised.  The only thing left to do was tell the boss himself.

~~~

Megatronus didn't come home that night.  Or the next.  And Soundwave was beginning to grow antsy.  This wasn't the kind of information he wanted to share over a comm – when Megatronus could be in public, could be before the impressionable masses, or those looking to dig up dirt for the Senate.  His temper had only gotten worse since leaving the coliseum, and Soundwave was unwilling to risk a blowup.

By the time Megatronus returned, however, Soundwave's investigation was well underway.  He'd gotten into Ratbat's network easily enough.  The trouble was finding what he needed without being caught.  He'd had no luck thus far.

Busy though he was, Soundwave took the time to step away from his console and greet the light of his world.  Megatronus barely grumbled his acknowledgement, stumbling by to the energon storage, and downing a cube of low-grade before passing out, the moment he'd taken a seat at his desk.  He was exhausted, had likely foregone sleep altogether since his last visit.  Soundwave had no desire to burden him with the bad news.

Gently, he approached the sleeping mech, humming softly through his EM field, so as not to alarm him, before enveloping him within his data cables, and carrying him back to his own recharge slab.  He could jack into the house's power this way, and receive a stronger charge; he needed it.

Soundwave waited half a cycle, still projecting calmness in his field.  He'd learned the hard way, disturbed from his own recharge by Megatronus's bellows, that the mech was prone to violent nightmares, which left him restless and weary the following day – not an ideal state of being in their current predicament.

This was the best Soundwave could do.  A calming presence had worked for his Minicons in the past, and so far, with his assistance, Megatronus had been sleeping peacefully.  Of course, he would surely be displeased should he ever find out.  He was not a mech that enjoyed being cared for, even when he needed it.

The fluctuations in Megatronus's field stabilized; he was sleeping peacefully now.  It was time for Soundwave to get back to work.  On wobbling legs, he made his way back to the door, waiting patiently for it to slide open.  He had not been expecting to find a Minicon intervention waiting for him on the other side.  He drew back, tilting his head in surprise.

"Boss, what are you doin'?" Rumble ventured, when no one else came forward to explain. 

Soundwave considered playing dumb, considered taking the question to be about Megatronus.  But he could fool his Symbionts no sooner than they could fool him.  Instead, he stumbled past the crew, back towards his station.  Naturally, they followed.

"Ugh, you're such a hypocrite," Frenzy grumbled.  "You're always takin' care of the boss, but who's gonna take care of  _ you _ when you need it?"

Soundwave ignored the question, perfectly aware of the irony of the situation, and not caring one bit.

"Come  _ on _ boss," Buzzsaw tried, flying ahead, planting himself in Soundwave's line of sight, the way Laserbeak used to do.  "Megsie's been delegating – he's gotta – there's too much work these days for just one mech!  Why can't  _ you _ do the same?"

This time, Soundwave did give pause, and a vocal reply.  "Soundwave: superior."

"Grawh!  You're not gonna be if you work yourself to death!"

Soundwave turned aside, though a flash of guilt flickered through his field.

"Yeah, you better feel guilty!" Rumble jumped in.  "What happens to  _ us _ if you bite it?"

Soundwave nodded towards Megatronus's door.

"Boss mech?" Frenzy scoffed.  "I mean, he's great, don't get me wrong, but he can't care for us like you can!"

"Don't you get it?" Buzzsaw added.  "We care about you, Boss.  We don't want you to hurt yourself."

Even Laserbeak began to pulse in agitation against his chest.  And the combined irritation of five Minicons only served to echo through Soundwave's spark, leaving  _ him _ irritated as well.  He stomped by, nudging Rumble and Frenzy out of the way in the process, and marched back to his station, allowing his own door to slide shut behind him.  Of course, he should have known that Ravage would want his say as well.

The cyber-cat was sprawled out on the desk, effectively blocking Soundwave's access to his station.  He growled a warning, and Ravage, unafraid, rose to his feet, optics focused on Soundwave's blank face.

"Tell him about the purple freak, or we  _ will _ ."  He leapt down to the floor and stalked off, hissing under his breath.

What was happening to their family?  Never before had the Minicons defied him so blatantly.  Not even his match with Megatronus had warranted such behavior, and he had never been closer to death in his life than when entwined within the gladiator's lethal embrace.  What had changed?

He didn't have the energy to think on it right now.  Instead, he turned his back on the door, and got back to work.

~~~~

Despite Ravage's threat, three days had passed without Megatronus learning of Soundwave's encounter with the stranger, though it was likely not by choice.  The mech had disappeared again, and stubborn though they were, his Symbionts knew better than to interrupt Megatronus while on the job.  Soundwave, in the meantime, hadn't recharged at all.  How could he, when he was on the verge of a breakthrough? 

He'd sifted through an ungodly amount of personnel records in search of the stranger with no luck, but that meant nothing –  _ he _ hadn't been listed as personnel for just this reason.  He'd tried assets next, and subcontractors, all with no luck.  Whatever Ratbat was doing with this mech, he didn't want anyone to know about it, which meant there was one last place the information could be, and to find it, he needed to get caught, without being compromised.  This part, at least shouldn't be too difficult.  He'd already completed the harder task of breaking in, and knew Ratbat's security drone like he knew his own spark.

All it took was one conspicuously-altered property file, and when security came to investigate, Soundwave made his move, using their momentary connection to hack into the mech's drives; the poor idiot hadn't even known what had hit him.

He didn't have long before his counterpart would recover, and so he made haste; he knew exactly where this information would be kept.  His job was made difficult only by all of the extraneous music files the mech kept stored on his drives, giving him thousands of additional files to sift through – just what did he need all of these for?  He was a security drone, not a radio DJ!

Still, Soundwave was nothing if not good at his job.  Even in the maze of the security drone's drives, the personnel files were easy enough to locate.  He transferred them to his own drives, and snagged several of the music files to boot, partially in an effort to throw off the trail, and partially out of curiosity.  He couldn't help but wonder just what Blaster was listening to these days.

It was done.  He had what he'd come for.  A few thoughts brought him back into his own mind, and after one careful sweep to make sure he could not be followed, he disconnected from his station, shutting out the noise of the world to focus on this new information.

The bot was called Shockwave.  He was some kind of scientist of a conspicuously undesignated caste, stationed at an uncharted facility in Tarn, and Ratbat was pouring an exorbitant amount of money into his projects, but what Shockwave actually  _ did _ at the facility was likewise unlisted.  There were a few names –  _ Project: Cortical Psychic Patch, Project: Headmaster, Project: Holoform _ , among others, but Ratbat had felt no need to provide any elaboration.  In fact, outside of contact details and accounting, Ratbat had kept no further information on this mech.  Either Ratbat didn't know what Shockwave was doing, or he didn't want to risk anyone else finding out.  Perhaps both.

Still, this was substantial information – this was what he existed for, this, he could share with Megatronus.  He'd waited long enough.  He was going to find the mech, and he was going to tell him face-to-face exactly what he'd discovered.  And then he was going to pass out.

He sent Buzzsaw and Ravage out to keep tabs on Kaon, and Rumble and Frenzy to keep tabs on the news.  A quick sweep of the city told him of Megatronus's location – the coliseum.  He'd go there.

It had been far too long since he'd been outside; it was strange, to once more be in the shadow of the upper ground, the air heavy with the smell of unrefined energon, straight from the mines, and surrounded by a hundred strangers, all going about their noisy business.  He'd been listening at the height of his ability for so long now – to be out in the crowds was overwhelming.  He had to dampen his audial sensors just to keep from blowing them out.  Already, his head was pounding.

He walked like a drunken bot, swaying with every step as the world spun around him in a muffled haze.  Were he more alert, he would have been bothered by this, but as it was, he was too tired to care.  It was only fortunate that the path to the coliseum was so familiar.

He arrived with no incident.  There was currently a battle taking place – a minor league match that was poorly-attended.  Megatronus must have already finished training for the day then.  But why was he still here, if he had no reason to be?  Soundwave could hear him, dark words floating incomprehensibly through his audials.  He was in one of the many holding rooms, and he wasn't alone.

Whatever he was up to, it could be interrupted.

Soundwave staggered blindly through the twisting corridors, led only by that steady, familiar grumble, but the nearer he got, the more concerning those sounds became.  There was thrashing, squealing from a second mech, the sound of a body impacting with the unyielding wall, vents flaring and aggressive growling.  Soundwave could only assume that Megatronus was under attack.  No doubt he could handle himself, but Soundwave had no reason not to interfere.  He found the door he knew Megatronus to be behind, keyed in the passcode, and stepped through, prepared for a fight. What he saw was not a battle.

What he saw was two pairs of startled optics, locked on him, urging him to leave.  What he saw was flashes of grey and white plating, mostly obscured by the massive silver frame of Megatronus.  What he saw was Megatronus buried in the valve of some inferior speedster (Deadlock, his processor whispered to him.  That was Deadlock), pressing the small frame into the wall.  In retrospect, it all made perfect sense – this was not surprising in the least.  Why else would Megatronus waste time teaching such a useless bot how to fight?

Still, the sight seemed to have broken something in Soundwave, because he couldn't look away.

Megatronus shifted, releasing his partner to the floor.  "Soundwave," he growled.  The sound was strangely pleasing, sending a shudder down Soundwave's spinal struts, though he did not know why.  "Why have you come here?"

Why  _ had _ he come here?  His memory was a little fuzzy.  Oh yes.   _ That _ was it!

"Report – found – searching – trouble – location – scientist," his words fizzled out, static overtaking his voice.  At once, the look in Megatronus's optics shifted from anger to concern.

"Soundwave, what are you saying?  There's trouble?"

"Affirmative," he slurred out.  No wait, that wasn't right.  "Negative."

The impatient glare was back on Megatronus's face.  "Which is it?"

What was wrong with him?  He wanted to tell Megatronus about the stranger.  He wanted to explain how hard he'd searched, and how well he'd succeeded, and the further ramifications of all he had learned.  He wanted Megatronus's smiles, he wanted Megatronus's approval, he wanted Deadlock to scurry off and leave the two of them in peace, and more than all of that, he wanted to sleep.

At least that last one could be accomplished.  He didn't bother sitting down, or seeking out a slab.  Why would he, when his audials and optics had already disabled themselves, when his processing speed had slowed to a crawl.  He wasn't even conscious by the time his stabilizers gave out, didn't feel a thing as he toppled forward, colliding violently with the ground.  Not at all.

~~~

He came to on his recharge slab, Laserbeak curled up on his chest, humming soft encouragements.  He felt focused, grounded, alert, more so than he had in weeks.  It was quite the nice change of pace.  Now he could put more focus on his work – speaking of, it was time to get back to it.

Through the bond, he urged Laserbeak to move, but much to his surprise, his Symbiont defied him, and remained in his contented little bundle of wings and angles.  Soundwave was in no mood for such things, however.  One data cable snaked out from his chest, scooped up the startled bird, and deposited him back on the recharge slab.

Before Soundwave had managed two steps towards his station, however, Laserbeak was shrieking in that high-frequency buzz he'd adapted, hopping up and down, wings flapping.  Soundwave turned back to the little one, laid a hand on that tiny head, and projected calmness with all his might, but Laserbeak wouldn't stop.

"So you're finally awake."  Soundwave froze in place, drawn from his tantrum-throwing Symbiont to the substantial presence of Megatronus at his back.  On cue, Laserbeak ceased his struggle, instead fluttering his forewings in some smug display of victory.  The traitor.

"And on your feet to boot!" Megatronus added, sensing Soundwave's attention had wandered.  His voice carried the strain of displeasure, and an unspoken threat.  Why was he angry?  Was this about interrupting him and Deadlock?

Soundwave turned to face the mech at his back, suddenly aware just how very close they were – and he had nowhere to retreat to, should things get ugly – not that they would.  He was still  _ mostly _ certain that Megatronus wouldn't dare hurt him.

"Are you going somewhere?"

"Work to be done," Soundwave explained.  His chronometer helpfully informed him that one solar cycle had passed, been wasted.  Had he really been out an entire day?

"Yes," Megatronus acknowledged, without budging.  "For the both of us."  His fists clenched, hard enough to shake, claws gouging sharp cuts into the metal of his palms.  The reaction was subdued for Megatronus.

But what did he mean by 'both of us?'  "Request: clarify."

With a firm (but not violent) hand, Megatronus pushed Soundwave back onto the recharge slab.  Laserbeak shifted to the side to avoid being crushed, and watched the scene unfold, optics locked warily on Megatronus, as though daring him to go any further than that. 

"You're the single best asset I have, Soundwave.  Without you, our revolution is set back years at the least.  No one can get information like you can."  This was true.  That's why he had to work harder than the rest.  Surely  _ Megatronus _ , of all mechs could understand? 

"Which is why I can't afford to have you work yourself into stasis lock.  Hook said your systems had reverted to siphoning power from your vital functions.  You could have  _ died _ !  And where would I be then?!"

Irrational though it was, the first thought to come to mind was an image of Megatronus, spike-deep in his precious little groupie speedster.  He quickly dismissed the memory.  He knew full-well that was not what Megatronus had meant, and he  _ refused _ to allow himself to be jealous of an inferior being.  Megatronus himself had called Soundwave his most important asset.  His place as number one was secured.

"I took the day off to arrange  _ your _ recovery.  Monitoring your vitals, keeping you fueled, caring for you like some kind of useless protoform."  He sneered at the word, as though the mention of such a vulnerable creature filled him with disgust.  "You've done similar for me in the past.  I am repaying my debt.  That is all.

"But I admit, you've got me in a position where I cannot even threaten you with punishment should you repeat this action in the future.  You're too important to harm, even if you weren't my equal in strength, and my superior in capability.  I'm helpless to control you, and I cannot stand it."  _  That _ wasn't entirely true.  What did it matter if Megatronus could physically harm him?  Megatronus's disappointment was more than enough to change his behavior.  It hurt far more than any blow ever could. 

He'd been foolish to take on so much work on his own.  He'd had his reasons, of course, but it had been a mistake not to tell Megatronus about Shockwave.  They were supposed to be partners.  Soundwave had no business acting on his own.

Come to think of it . . .

"Megatronus.  Apologies.  Soundwave: reckless.  Will be more careful from now on.  However – important information acquired.  Megatronus needs to know.  About Shockwave.

~~~

Megatronus hadn't taken the news well.  One of Ratbat's spies had been in his  _ home _ and he hadn't been aware.  He'd punched a hole through the wall and busted the door, but had still refrained from raising his hand against Soundwave, not that he hadn't come close.  Still, Soundwave had learned his lesson.  He no longer cared  _ what  _ he was interrupting; vital information was to be relayed to Megatronus immediately.  On the plus side, Megatronus was at least pleased with the work Soundwave had put into rectifying the problem.

The pair deliberated on the issue at length, once Megatronus had regained some semblance of control.  They knew nothing about Shockwave or his schemes, and had no way of finding out further.  All they had was his contact information, and though it was risky, they found themselves quite tempted to use it.  They needed to know his game, and sadly, it seemed the only way to find out was to ask.  At least they knew he was open to chatting.

They'd intended to exhaust every other venue they had before making that call, but Shockwave beat them to it.

That evening, while Soundwave was watching the news the old-fashioned way, on Megatronus's holocaster, Shockwave reappeared.  This time, Soundwave noticed right away – the faint buzz of holomatter particles, so easily masked by ambient noise, especially when it was the sound of a mech he sought, now stood out like a beacon.  Shockwave could hide from him no longer.

He whirled with a hiss, but made no move to attack.  Shockwave could do little to hurt them in this form, and they could do  _ nothing _ to hurt  _ him _ .  The best Soundwave could do was ping Megatronus and wait.

"So it seems you've learned who I am.  I won't ask how you did it.  I don't need to."  Likewise, Soundwave didn't ask how Shockwave knew this.  Either he'd found out from Blaster, or he'd somehow bugged Megatronus's house without his notice.  It wouldn't be the first time.

Shockwave continued, once it became clear that Soundwave had no intention of responding.  "And it matters not.  I am confident in my own security, though  _ you  _ are sadly lacking."  Soundwave bristled, but continued to hold his ground.

"And no doubt you've called for Megatronus.  This is good.  I would like to speak with him."

On cue, Megatronus barged into the room, taking in the sight of Soundwave and the stranger, standing face-to-face, wary of one-another, but not aggressive.  He narrowed his optics.

"What is the meaning of this?"

Shockwave stepped back, allowing Megatronus into the circle.  "I am here on behalf of my master, Senator Ratbat, to make a request of you."

Megatronus charged forward, slamming the insubstantial facsimile into his wall, one clawed hand at its throat.  For a moment, Soundwave feared that Megatronus would destroy the stranger's avatar before they had a chance to figure out what he wanted.  But for once, Megatronus showed restraint.

"We do not deal with scum like that," he roared.  Shockwave didn't so much as blink.

"In your ideal world, you would not, but we know that you lack resources.  Your army is made up of poor guttermechs, thugs, the weak and malnourished.  You rely on gladiators to train you, and you scavenge whatever weapons you can get.  But as you are now, you will never be able to stand up to the armies of the council.  They're better-armed, better-trained, better-fed.  Your spark may insist victory, but logically, such a thing cannot be."

"So what?!" Megatronus hissed, digging his claws in deeper.  A thin trail of blue energon trickled down the mech's chest.  Who'd have thought that a holoform could bleed?

Shockwave's response was flat as ever.  "My master wishes to make you a deal.  He will provide you with whatever you need to win."

"And in return?"

The mech paused, giving careful consideration to his next words.   _ That _ was a bad sign.

"Like you, my master is displeased with the current status quo, though the roots of his displeasure lie elsewhere.  Kaon is the least prestigious of city states, and he feels slighted by the council for his appointment to such a location.  He wishes to take advantage of your movement to disrupt the balance, and expand the hand of his own empire from behind the scenes."

Megatronus's grip slackened.  "He wants to use us to do his dirty work for him."

"Essentially," Shockwave replied.

Megatronus released the stranger, moving back to join Soundwave, though his attention never wavered.  "And we are to allow his own interests to go unmolested, I take it.  Hah!"  He let out a boisterous bark, clapping a hand on Soundwave's back.  "Do you take us for fools?  My mechs would see through such schemes in a heartbeat.  This is the very sort of corruption we are fighting against.  Did you really think we would sell our souls for victory?"

"Won't you, though?" Shockwave countered.  "We know who you are, we know  _ where _ you are, and your attempts to distance yourself from the revolution fool no one.  One word, and it's all over.  You cannot win as you are now.  We are offering you security.  We are offering you victory.  You protest that such a deal is against your nature, but I have seen you in the pits.  You are brutal, and you are cunning.  You are not above taking advantage of the lowliest of means, when your chance of victory is jeopardized.  In essence, this sort of deal is exactly in your nature."

A low growl formed in Megatronus's vocaliser, but he said nothing.  Shockwave was not without his points.  Ratbat may have been the last mech Soundwave wanted to associate himself with, but he'd already been willing to give his life for the cause.  Why not his dignity as well?  And there was no reason that Ratbat couldn't be disposed of once they had what they needed.  After all, their very name had been derived from the word, 'deceit.'

Soundwave brushed his fingers against Megatronus's back plate, willing that both of them saw the same future.

"My mechs will never accept this," he insisted stubbornly, though the sound was begrudging, defeated.

"They need not know," was Shockwave's simple reply.  "We are prepared for a few trivial losses, as we are prepared to discourage any suspicion.  That is how our world works, after all.  All we need is your cooperation."

Megatronus hesitated, withdrew half a step, into Soundwave's arm, still firmly on his back, forbidding him to falter.  Soundwave sought out Megatronus's optics and offered a nod, and Megatronus, conflicted and bitter, returned the gesture.  This opportunity was too big to waste.

"Very well.  Provided we are allowed to operate on our own terms, we can agree to this arrangement."

Shockwave remained expressionless, though Soundwave imagined that he would have been smiling, had he a mouth.  For the first time, the mech's claws reached up to find his bleeding throat, rubbing gingerly against the wound.  Could he feel as well?  How peculiar. 

"That is the logical answer.  We look forward to working with you."

  
  


**Notes for the Chapter:**

> And now I sleep. Aaarugh.


	5. Of Gods and Mortals

**Summary for the Chapter:**

> Megatronus is finding it difficult to live up to expectation.

It was amazing just how much Ratbat's backing changed everything, without changing much at all.  Sponsorship allowed Megatronus to set up a handful of safe houses, to better obscure their location, and prevent a repeat of the incident with Shockwave.  Their existence was now paid for in its entirety, allowing Megatronus to allocate his time more freely, not that he chose to.  He kept right on training his closest mechs, and even took on a few more students, almost in protest.

They had weapons now, and a lot of them.  Every mech that came to them, begging amnesty, begging battle, was granted a current-generation blaster, an updated patch for internal repairs, and a month's worth of rations.  Those that had proven themselves further, got to choose a customized weapon while supply remained.  Soundwave lacked the spare energy to integrate a new weapon with his systems, but Megatronus had caved at the fusion cannon, which sat proudly on display in his room, for the day he was finally free to take up arms himself.

A sense of security fell over the underground.  If the army came, they would be able to fight back, may possibly even stand a chance.  But more than that, for many of the mechs who had journeyed to Kaon to follow this god-like  figure promising a new life, this was the best treatment they'd ever been privy to.

Ratbat had supplied the Decepticons with three shelters to house his troops who had nowhere else to stay.  All mechs who followed Megatronus could be promised a roof over their heads and fuel in their tanks.  Needs met, mechs were happy, complacent.  Within the Kaonian Underground, Decepticon membership surged to ninety-two percent, sixty in Tarn, fifty-two in Tesarus, and similar results could be seen across most of the southern hemisphere, if only amongst the poor.

But the more Megatronus relied on Ratbat's charity, the more trapped he felt – the puppet of a senator, barely any different from a dog of the Pits.

Shockwave's avatar remained as Ratbat's envoy.  For the most part, he lurked, and he observed, with a silent curiosity.  Soundwave got a sense that the mech was in a similar boat to themselves.  His loyalty wasn't to Ratbat, but to science.  Ratbat was how his pursued his own goals, and so he fell in line.  But Soundwave felt no sympathy for that unnerving, emotionless creature, least of all when he came bearing orders for a raid – on Proteus's marketplace, on Botanica's crystal gardens.

Megatronus himself was still in no position to order direct assaults without making himself an immediate target.  Instead, Soundwave would dig up news stories of their mark, and play them on holo casters in Decepticon businesses the world over.  Someone always got the message.

However, despite their new ease of movement, Soundwave felt dirty after each task relayed – not from senseless death nor violence it would cause – Soundwave had long grown numb to such things in the Underground.  People died all the time.  These ones were just unlucky enough to be in the way.  The nausea instead came from the feeling of hollowness that accompanied these missions.  This was not a victory for them, but for Ratbat – one more senator stealing from them freedom of agency.  He longed for the day when he could run the mech through, a day which may come sooner than intended, if he didn't stop sending Shockwave to "talk" with him.

"I must insist on an upgrade to a more energy-efficient frame type.  Your spark was intended for a much lighter frame.  It works seventeen percent harder for basic movement in this body, and will only continue to worsen.  Senator Ratbat has offered to provide this to you, free of charge."

"Negative."

What Shockwave said was true, but a smaller body would have been unable to carry his symbionts so well as this.  Connecting with Soundwave was vital to their ability to recharge and maintain healthy bodies, not to mention sparks.  He could not sacrifice this.

"If you're worried about size compatibility, it is possible to revert your symbionts to their original cassette modes."

Soundwave whipped away from his control panel to hiss at Shockwave, and against his chest, Laserbeak and Buzzsaw shared his anger, pulsing wildly.

Cassette alt modes were tiny – even a Minicon was forced to employ painful mass shifting to attain such form.  But worse than that, was the idea of being trapped in such a vulnerable state, unable to move, to do anything but be used by another.  It was better to have no alt mode at all, (which Ravage and the birds, with their specialized frame-types, had opted for) than to subject someone to such a fate.  All of them could agree on that, at least.

"Your resistance is illogical.  This is not how you were meant to operate, Soundwave."

In response, Soundwave played back a short, distorted loop of every instance Shockwave had said the word 'logic' and its variations in his presence thus far.  Forty-nine times and counting.  The mockery was childish, but he managed to shut the infuriating mech up at least, for a few moments anyway.  Then it was back to objectifying observations.

"Fascinating."

No doubt he was going to elaborate on this fascination in the most condescending way possible.  Soundwave was not wrong.

"You and your counterpart both began from the same mold.  Experience has shaped you in different ways, and yet you share many habits – for instance, using your peerless gift for audio manipulation in order to perform practical jokes."

Of all the things that Soundwave hated about Ratbat's envoy, the one that made him most uncomfortable was this.  Shockwave spoke as if he knew Soundwave, intimately, as though he were more familiar with Soundwave's body than Soundwave himself.  And perhaps he was.  As an unscrupulous scientist in Ratbat's employ, it wasn't too hard to make the connections – that Shockwave may actually have reasons for fussing over Soundwave's status, but the idea made Soundwave ill.

Shockwave might have known his body, but he did not know Soundwave.  To act like one was equivalent with the other was insulting.

"Most curious of all is your divergence in speech pattern.  Perhaps you could shed some light on your reason for speaking as you do.  Was it an improper integration with your new body, perhaps?  An improperly performed spark transference can lead to shorts in other systems.  I do wish you had come to me to perform such –"

Soundwave lashed out with a data cable, ripping Shockwave's head from its shoulders in a violent spray of energon, which dissolved quickly, along with the rest of him.

Shockwave did not know Soundwave at all.  It was time he stopped acting as if he did.

~~~

"They want us amenable.  They want us weak.  Greed is their motivation – so concerned with having more – more than any of us will ever see in our lifetime.  And why?

"A sense of entitlement?  That the happenstance of birth secures their right to prosper while we suffer?  A lust for power?  For control?

"It's not enough to have more than the rest of us, they need more than their peers as well.  And to what end?  When they come out on top, what do they have to show for it, save the bodies of those they've trampled on to get there – the wasteland they now rule over?

"It is our right, our duty to turn the tables, to upset the balance of power, to create a Cybertron not ruled by the lucky or by the devious, but by the people – by those of us who've fought to create a world not just for the powerful, but every Cybertronian that crawls out of the Well of Allsparks."

The crowd erupted in cheers.

"Megatronus!  Megatronus!"

Soundwave allowed the broadcast to linger for a few minutes, capturing the enthusiasm of the crowd, before tapering out.

Megatronus's speech seemed a bit more pointed today, and bitter – a subtle dig at Ratbat, and his hold over them, that the senator no doubt would pick up on, and hopefully wouldn't care.  It was never wise to bite the hand that fueled you, and Megatronus's insubordination was treading a thin line.

Which proved most ironic, as, while he condemned the evils of money and power from on high, it was through Ratbat's private channels, that they were broadcasting today's speech, in an effort to reach an audience wider than they ever could have dreamed.

Using the technology provided by the senator, they had slipped the speech into a break in programming in a brief advertising block on a handful of minor networks.  It was more an experiment than anything, a testing of the waters, to see how open mechs were to such a thing in a manner that wouldn't risk the immediate retribution of the senate.  They would be noticed, of course, but there was no evidence that Megatronus had created nor broadcast the video, and his words today were nothing new.  The most the senate could do to retaliate was come whisk Megatronus away in the night, and with how ingrained in the public consciousness he'd become, there was no way they could do such a thing without inciting full-on war.

Soundwave doubted they'd risk such a thing on a broadcast that would reach comparatively few people.  He was banking on it, in fact.

"Hm."  Megatronus narrowed his optics, watching the recording play on the screen in front of them, judging his handiwork.

"Dissatisfaction?"

The mech shook his head and rose from his seat.  Despite their rise in funds, most of their home furnishings remained as utilitarian as before, but Megatronus had allowed himself the luxury of a hand-crafted seat, plated in chrome detail and molded to the broad spikes and smooth curves of his heavy frame.  Even Megatronus deserved a bit of comfort.  Soundwave followed his leader's movement from his own, standing position, waiting on the answer with eager anticipation.

"How many mechs do you suppose this will reach?"

"Subscription to channel A4B8K – twelve point six thousand.  Ratings for Marksol, twentieth cycle time block: 16%.  Discounting non-active watchers during advertising segments – approximately two thousand mechs.  Of these – disposable caste – 2%; third tier caste – 68%; second tier 29%; first tier - .7%; other - .3 percent."

"Two thousands mechs," Megatronus growled, weary rather than angry.

"Affirmative."

"Any regional preference?"

Soundwave shook his head.  "Discrepancy of viewing between city states – minor.  Kaon-based network; Kaon maintains majority – 14% viewership.  Southern city-states and northern city-states maintain comparable viewerships amongst respective regions, with increased subscriptions in the south."

Megatronus let out a heavy sigh.  "So you're saying that we've put all that energy info spreading our message to people who have already heard it."

That was a rather bleak outlook on the affair, one that Soundwave wished to dismiss.  "Negative.  Recording – easy to archive, easy to share; effort – minimal.  Free labor from followers; word travels farther, faster.  Moreover, previously, reaching middle caste citizens – difficult.  Fifty-three percent likelihood of expansion within first lunar cycle."

"Numbers," Megatronus groaned.  "I tire of numbers, Soundwave.  I cannot feel them – I cannot touch them – they mean nothing to me."

Soundwave knew it wasn't completely the truth – of course Megatronus was pleased when he spoke to a stadium jam-packed with eager audials – he loved to visit the shelters – to see more mechs arrive by the day.  He could see business within Kaon's underground bustling, had difficulty walking down the crowded streets.  All were signs that they were succeeding, but Soundwave could see where his leader was coming from.  Megatronus wouldn't believe his message had reached higher castes, until the enforcers and soldiers and clerics met with him face-to-face.

Megatronus heaved a sigh, not waiting for Soundwave's reply.

"Tell me once we have some tangible results.  Or in the event Ratbat chokes on his morning oil and dies.  A fitting death for a weasel, provided I don't get there first."

When Soundwave failed to respond to the joke, Megatronus deflated, the exhaustion he felt finally apparent on his face.

"I'm speaking at Scrapper's Scrap Yard tomorrow.  I shall recharge in the meantime.  Wake me at the top of the seventh cycle."

Soundwave nodded his assent, and watched his leader turn his back on him, retreating to his now more substantial chamber.

Soundwave waited for a cycle, two, monitoring the news networks for any sign that their experiment had made an impact – nothing.  A more specific search of the trans-communication network did reveal some chatter – not much, but enough to prove satisfactory.  They would come soon enough.

By the start of the third cycle, Megatronus's nightmares began – the screaming, the thrashing.  Ravage peered up from Megatronus's seat, which he had hijacked for a nap, blinking blearily.  "It sounds bad tonight."

Soundwave agreed, already halfway to Megatronus's door.

"Be careful, Boss."  Ravage called out, before resuming his nap.  Soundwave felt the warning was unwarranted, but ultimately reasonable.  Megatronus could get violent in his sleep, and lacked any sense of restraint.  Even Soundwave had taken a few heavy hits, on nights when weariness slowed his reaction speed.

He slipped into the room, field expanded, already projecting calmness, optics locked on the mountain of a mech, who was thrashing violently on the recharge slab, his incomprehensible bellows filling the room.

Soundwave hadn't seen a nightmare this bad in a long time.  He wondered what Megatronus could possibly be seeing, to evoke such a severe reaction.  Cautious, Soundwave stepped closer, adding a low frequency hum to his efforts.  Megatronus had always responded well to it in the past, and this time was no different.  His optic ridges were still quirked in fear, but the frantic pulsing of his spark had slowed, his hands, grasping at unknown enemies, stilled, his screams silenced.  All was peaceful as could be hoped for.

That was, until Soundwave chanced a glance down, and saw bright blue optics, unfocused from sleep, gazing up at him.

"Soundwave?  What are you doing?"

Soundwave – stoic, aloof Soundwave did the only thing he could think to do.  He turned tail and fled, irrational panic jolting through him.

Who'd have thought Megatronus would be so quick to regain full-alertness?  He leapt from the bed, throwing himself at the clumsily retreating mech.  His movements lacked his usual waking grace, however, and he overshot, sending the two toppling headlong into a wall, Soundwave's plating denting beneath the weight of the dreadnaught that was Megatronus.  A static-filled cry of surprised pain escaped his vocaliser, and Megatronus backed off, just enough to let Soundwave move.

He asked again, voice filled with forced calmness.  "What are you doing?"

A foreign feeling erupted in Soundwave, one he'd barely tasted in the past, deep in his belly – hot and overwhelming, but not bad per say – desire.  Megatronus was so close, but no closer than he'd been in the past.  What made now different?  Why did being pinned against the wall by a mech he'd fought to a stalemate in the past fill him with such fire now?  And would Megatronus be agreeable to joining with him after all they'd been through?

Soundwave recalled their first battle, his body trapped beneath the unmoving, lethal might of Megatronus's, and the desperate ploy he'd used to break free.

_{{ Please, keep doing that, right there.  It feels so good! }}_

Megatronus had responded with rage, and disgust, but Soundwave did not forget the lust that had flickered in his field as well.  But then his mind shifted forward to that day six lunar cycles prior.  Walking in on Megatronus and Deadlock mid-coitus.  Deadlock had been cast off after that, and though he still did his part to support the cause, he didn't have much interaction with their leader anymore, as though shame forced his distance.

What if the same happened to Soundwave?  Interfacing made everything more complicated – created unnecessary risks.  If something went wrong – if they were caught, or allowed their emotions to get in the way, then the pair could easily destroy all that they'd worked for, and Soundwave could find himself the new Deadlock – cast off due to shame.  That couldn't be allowed to happen!

No doubt, Megatronus could feel the lust that flickered in confused spikes through Soundwave's field; whether intentional or not, Megatronus's own body was making preparations for interface – energon flow was being diverted to his array, pressure was building within his spike, and heat in his frame.  The longer they stayed like this, the higher the likelihood of something regrettable happening.

And indeed, Megatronus's hand 'slipped,' falling across Soundwave's chest, claw tips digging into Buzzsaw's empty bed.  A surge of heat erupted from Soundwave's spark, threatening to cloud his judgment in response.  Soundwave's data cables snaked out – he twisted slightly for better leverage, and shoved Megatronus away.

"Soundwave?"

"Desist."  He silently begged Megatronus to understand the deeper meaning behind that word – to not take the denial in the wrong way.   _I'm not ready.  Not now._ It was times like this when he really wished he was more verbose.

Megatronus's optics flickered, lust and surprise giving way to reluctant understanding.  "Apologies," he said, sinking down to take a heavy seat on the edge of the recharge slab.

Thank Primus.  Soundwave allowed the apprehension to deflate from his frame, keenly aware of the sound made by his treacherous vents.  He was safe though.  Megatronus would never hurt him.  Not intentionally.  He was sure of it, even if the ache in his recently-dented plating protested.

"Why are you here?"

Megatronus's question caught Soundwave off-guard, and frantically, he sought the right words.  When none came to him, it became apparent that a different approach would be necessary.

The sound of terrified groans filled the room – metal thrashing violently against metal, a recording taken minutes ago.  Megatronus quirked an optic ridge, understanding slowly taking root.

"Is that . . . me?"

"Affirmative."

Giant shoulders slumped in a frustrated sigh.  "Is this the first time this has happened?"

"Negative."

Megatronus hunched even further, until his face was obscured.  Beside his thighs, his claws clenched, metal rattling together.  "And you didn't tell me."

Soundwave had always figured this day would come.  He'd been prepared.  And yet, all of the rehearsing in the world couldn't make the words come out right when standing face-to-face with Megatronus's disappointment.

"Megatronus – proud; strength – unmatched, but stress-levels – high.  Nightmares – expected, but recharge is necessary.  Assistance is not requested, but provided.  Disappointment, resentment – also expected.  Secrecy becomes imperative."

Megatronus nodded without raising his head.  "Of course."  Following his words came a long silence, anxious and angry, as though Megatronus was having difficulty processing the situation.  Soundwave had seen him at his weakest, his most vulnerable, and he hadn't even known about it.  For a mech as concerned with appearances as Megatronus, it was difficult to stomach, even if Soundwave saw more of his day-to-day weaknesses than any other bot.

Soundwave waited.

"Well then, since we're now in the business of sharing secrets, there is something I would like to confess."

Confess?  What could Megatronus possibly have to confess?  Soundwave's mind raced with the possibilities, hoping that none of them pertained to their recent . . . incident.  "Proceed."

Blue optics peered up from beneath his brow, locked onto Soundwave's blank face, daring him to cast judgment on whatever it was Megatronus was about to share.  "Sometimes," he muttered, voice low and raspy, unlikely to be heard by ordinary audial sensors.  Soundwave got the sense that it caused him duress to utter these words to another living bot, even if that bot  _was_  his sole confidant.  "I feel that I've made a mistake," he continued.  "That I should have been content to wallow in our suffering."

Soundwave did not respond.  There was much that statement could have meant.  He needed clarification.

Megatronus let out a bitter laugh at the predicted lack of response, and continued on, more to himself than to Soundwave, leaning back, and glaring at the ceiling as though it had personally affronted him.  "I used to boast that we were gods, Soundwave!  Hah!  I almost believed it too."  His gaze shifted downwards, locking on Soundwave once again, a challenge, a dare.   _Say something.  Call me weak!  I am pathetic, a coward.  Go on, say it!_

Soundwave said nothing.

"But I'm not a god," he pressed on, deflating, once it became clear that Soundwave offered no judgment.  "I'm all too aware of that now.   _You_ made me aware of it, when you forced me to give up the pits.   _They_ made me aware of it, with their ever-increasing needs.  In order to win, in order to protect them, to seize our future and change the world, I  _need_ to be infallible, invincible, all-seeing, all-knowing, all-powerful.  And yet here I am, more keenly aware of my own failings than ever.  I gave up fighting to lead my revolution, and it seems even  _that_ was not enough.  Our progression grew stagnant until I subjugated myself to Senator  _Ratbat_  of all mechs!

"The illusion I've so meticulously crafted is slipping, and one day, all of them will see, and I'll lose everything – everything that I've dreamed of – everything that we've fought for.  I have no power, no control – and every day, more mechs come looking to me for answers.  What do I tell them?  How do I force them to fight for a cause I no longer believe in?

"Nothing ever changes, Soundwave.  And nothing ever can.  The strong will always rule, and the weak will always submit.  I've more than proven that."  He slumped forward again, elbows resting on his knees, staring at the floor, despondent, vulnerable.  Soundwave couldn't stand to see Megatronus this way, and wished he had the words to help him.  But Soundwave never had the words.

Instead, cautiously, he stepped close, continued even after Megatronus sat up to regard him with suspicion. 

"What are you doing?"

Soundwave's field projected a calm affection as he moved closer still, slipping between Megatronus's thighs, until Megatronus had to crane his neck to see him.  "Soundwave?" he pressed, but Soundwave wasn't finished.

He reached out, resting his long fingers gently on the side of Megatronus's helm, and cradled it against his chest, tender yet chaste, an expression of fondness, protection, and love.

"What are you doing?  Let go!"  Megatronus hissed, albeit without much conviction.  He really had fallen into a slump.  Ordinarily, Soundwave wouldn't have gotten even this close.

"Negative."

"Soundwave," Megatronus growled again, but tapered off, eventually giving in to the weak embrace.

{{ Megatronus!  Megatronus! }}

Megatronus jerked away, as though slapped.  "Don't!  I don't want to hear it."

That was fair.  He silenced the recording, and reached out once again, fingers back on Megatronus's head, stroking soft, soothing circles, as his own mind fought to think of a way to word his thoughts.

"Designation – Megatronus.  Inquiry – chosen to evoke Prime of matching designation?"

"Yes."

"Reasoning?"

Another dry laugh escaped Megatronus.  "I was a miner first, not even worthy of a name – just a serial number.  And then, when I was arrested for fighting back, I learned about fear, of what a powerful motivator it can be.  I chose my name when I became a gladiator – I wanted a name that made me sound powerful, dangerous – I wanted to terrify my opponents into submission.  They'd lose before they even entered the ring."

"Designation: Megatronus – invokes images of godliness – power, awe.  Megatronus (you)," he added, stressing the pronoun, "comply with image.  However, Soundwave – disinterested in images of godliness.

"Inherent power – meaningless.  Adversity creates real strength.  Gods do not suffer adversity.  Divine power – falsely obtained, inauthentic.

"Megatronus (you) – superior.  Megatronus fights.  Megatronus has limits of body, mind, but Megatronus fights.  And Cybertronians fight with Megatronus.  Megatronus understands their suffering.  A god could not."

"Pretty words, Soundwave," Megatronus sneered, wrapping his claws around Soundwave's wrists, as though to toss them aside, and yet he refrained.  "But ultimately meaningless."

Soundwave was not dissuaded.  Megatronus was the god of beautiful, meaningless words.  It was Soundwave's turn to indulge.

"Godhood – unnecessary.  Designation: 'Megatronus' – unnecessary.  Revolution already underway.  Moreover," he hesitated.  Such personal words were difficult for Soundwave to utter.  "Solitude of Megatronus – fabricated.  Megatronus fears own image.  Megatronus grows weak from this fear.  Megatronus loathes weakness, and thus, loathes himself.  Revolution suffers for it.  Solution – clear."

Megatronus scoffed.  "And what, Soundwave, is this 'clear' solution?"

"Designation: Megatronus – relinquish."

Megatronus did throw off Soundwave's hands this time, and withdrew as best he could at their proximity.  His blue optics shone with a violent light, furious at the brazen notion.  "What do you mean by that?  Clarify, Soundwave."

With a sigh from his vents, Soundwave's data cables reached out, pulling Megatronus back in.   _Stop fighting; let me help you,_ they said, while his  _voice_  said, "Designation: Megatronus – detrimental to self, detrimental to Decepticon cause.  Dismissal of designation advised.  'Megatronus' is dead.  'Megatron' serves as replacement."  It was perhaps not the most creative of names, but Soundwave was no wordsmith.  If Megatronus didn't like the new designation, he need not use it.  But Megatronus  _did_  like it, at least if the excitement in his field was any indication.  Outwardly, he remained stoic.

"'Megatron', you say?  And tell me, what good will a name change do?"  He was smiling now, if only just. Though that didn't keep the scathing tone from his words.

"None," Soundwave confirmed.  "Designation change – aesthetic.  However, personal symbolism – undeniable.  Megatronus: Inferior; Megatron: superior.  This novelty is beneficial to personal morale.  Morale of Megatronus – Megatron – beneficial to Decepticon cause."

Strong hands wrapped around his thin waist, pulled him closer, until his feet left the floor, until he was flying forward, landing on Megatronus's chest, leaving the two sprawled horizontally across the recharge slab.  Immediately, Soundwave felt his temperature rise, his vents flared stronger to adjust, but he didn't struggle.  There was no animosity, nor lust coming from Megatronus.  The opposite, in fact.

"You never cease to amaze me, Soundwave.  I think it's you, who is superior. "  Soundwave's spark pulsed faster.  He was flying – Megatronus's praise as his wings.

The world spun in a quick flurry of motion, and then Soundwave was on his side, still trapped in the arms of Megatronus, but a bit more comfortable now that he wasn't  _on top_  of him.

"Megatron."  Megatronus allowed the word to flow over his tongue, tasting it, savoring it.  "You're right.  The idea of a new name does seem to lift my mood.  It will be mine, and mine alone – unburdened by mythology, perhaps even my own."  His lips twisted upwards, eyes softening, gentle blue glow reflecting off of Soundwave's visor. 

"I, of all people should know the power of words.  But more powerful than words, is the power of you.  Never in my life have I shown such a side of myself to another bot.  I trust you, Soundwave.  Your devotion is matched only by your understanding.  I would want no other bot by my side.  From today on, I will be Megatron."

Soundwave melted into Megatronus's –  _Megatron's_  embrace, drunk on his words.  The trust ran both ways, entwining within their sparks, drawing them together.  Soundwave had given Megatron a confidant, the unwavering support he'd always craved, while Megatron had given Soundwave passion, desire, something to believe in. 

They remained like that for hours. 

Eventually, exhaustion reclaimed the already sleep-deprived Megatron.  His spark pulsed slowly, and his vents deactivated, as he drifted off, leaving the pair in the sound of silence.  There was still much work to do, but Soundwave was too content to move.  He allowed his optical sensors to disengage, his processor to shut down, allowed himself to doze off in Megatron's arms, certain of one thing: he would follow this mech forever.

~~~

Soundwave woke several hours later, alone on a recharge slab far too big for him.  Megatronus – Megatron had gone back to work already, back into the wider world, to speak to the masses gathered at the scrap yard, un-filmed this time.  Which was good, as he was also passing out weapons with the help of Onslaught and recent Praxian envoy, Barricade.

Soundwave too, figured he'd wasted enough time lazing about.  Surveillance was a full-time gig, after all.  With some reluctance, he pushed himself from the recharge slab, cringing at each shriek made by his protesting joints, before slipping out the door.  Again, the Minicons were waiting for him.

"Not bad Boss," Frenzy grinned, while Rumble added, "I knew you had it in ya!"

Soundwave ignored their teasing.  They knew full well that nothing had happened last night – at least not what  _they_  were implying.

Laserbeak, meanwhile, made a beeline straight for his nest in Soundwave's chest, pulsing happily once securely inside.  One by one, the rest joined him.  They were probably looking for a solid recharge themselves.  Even at his busiest, he usually tried to be accessible for his Symbionts, but last night, he'd abandoned them for Megatronus.  He felt a little guilty, admittedly, but the contented purrs that hung in each little EM field, assured him that they bore no grudge.

Family matters taken care of, he made to return to his station, but before he'd had the chance to jack in, a ping on his comm system drew his attention.  Someone was calling him, and it was neither Megatron nor Octane, the only two mechs who knew his frequency.  Who then?  Shockwave?   _Blaster_?

Curiosity got the better of him.  He opened the message.

_"Is this Megatronus?"_

Soundwave deliberated over his answer for a moment, unsure whether to let curiosity or caution dominate him.  More information was required.

_"Inquiry:  Designation?"_

There was a pause, and then.

_"Apologies.  My name is Orion Pax."_

 


	6. Envy

**Summary for the Chapter:**

> Soundwave's life is turned on its head with the arrival of one Orion Pax.

“Tell me about this message, Soundwave.”

“Designation: Orion Pax.  Caste: second tier.  Occupation: Hall of Records archivist.  Location: Iacon.  Purpose of contact: claims strong impression made by Megatron’s broadcast, seeks further information.  Request: face-to-face audience."

Megatron sat on his seat – his  _throne_ , as it were, in rapt attention – back straight, optics bright with interest.  His spark pulsed a steady rhythm of anticipation – _thrum, thrum, thrum_ , and Soundwave couldn't understand why for the life of him.  What was so special about a mid-tier archivist from Iacon to have  _Megatron_ in such a state?

“Impression?”

“The Hall of Records?” Megatron murmured, awestruck.  “ _The_ Hall of Records, source of every byte of transcribed information on all of Cybertron - the hub of the sum of one hundred million _years_ worth of knowledge - and one of theirs has shown interest in our revolution?”

“Affirmative.” Soundwave’s voice was not fit to produce inflection, but even  _he_  could admit that the hasty, clipped reply sounded bitter.  Megatron didn’t seem to notice.

“And what did you tell him, Soundwave?”  

"Information relayed: further information required – designation: Orion Pax: please stand by."

Megatron allowed himself an impressed nod.  "A fair choice.  We shall invite him, of course."

He made it sound like the most natural conclusion to reach, but as far as Soundwave was concerned, this whole situation was too surreal, too wrong.  Megatron was practically  _giddy_ with excitement, and Megatron – cold, calculating Megatron, did  _not_  do giddy.  And what of this Orion Pax?  Second tier or not, the Hall of Records was a prestigious affiliation.  A mech in such high societal standing couldn't possibly want anything good in regards to Megatron.  Soundwave had to say something.

"Megatron: inquiry?"

"Proceed."

"Speculation – Designation: Orion Pax: potential senate spy.  Recommendation: approach with caution."

Megatron drew back, grimacing.  "You believe this to be the case?  What is your evidence?"

Soundwave tried his best to convey his reservations.  "Designation: Orion Pax.  Location: Iacon.  Iacon: location – polar north.  Travel to Kaon: inconvenient. 

"Designation: Orion Pax.  Occupation: Hall of Records archivist.  Position of prestige.  Top tier connections: plausible. 

"Designation: Orion Pax – has no stake in this battle.  No reason to wish for change.  Yet reached out to us.  Suspicion: natural reaction."

"I understand your concern," Megatron conceded.  But instead of deflating in defeat, he rose from his throne and began pacing, each heavy step filled with determination.  "And we will, of course, take precautions.  But this could be the chance we've been waiting for.  This could be our ticket to reach a wider audience, to win the higher castes.  This Orion Pax knows mechs of moderate wealth – what percentage of the population is in the second tier caste?"

"Twenty-nine percent."

"That is not an insignificant number, Soundwave.  That is twenty-nine percent of mechs that we have no good way to reach.  If we combine that with the third tiers and untouchables, we have a vast majority of the planet on our side.  Care to do the math?"

"Ninety percent of mechs, provided conversion of one hundred percent of each caste," which was an unlikely feat, though even Soundwave couldn't deny the appeal of that number.  But they already had a handful of second tier supporters, and it had done nothing to achieve this fantasy Megatron seemed to be entertaining.  There had to be more to it.

"I love the way that sounds – ninety percent.  But it's more than just having a second tier supporter, Soundwave.  It's the location of said second tier supporter.  Even  _you_  cannot access the information held in the Hall of Records."

Soundwave tried not to bristle.  The words were accurate, if not a bit insensitive.

"We've been scrounging for scraps, Soundwave.  I appreciate what you do, but we need more than what can be gleaned from eavesdropping and watching the news.  We're a bigger movement now, and you are only one mech.  Imagine what we could do with the information this Orion Pax could provide."

He wasn't wrong, but that did nothing to stop the angry heat from rising within Soundwave's tanks.  But Soundwave didn't argue.  He wasn't so petty.

"Acknowledged.  Contact shall be made.  Invitation will be extended."

"Thank you, Soundwave.  I'm glad you understand."

He did.  He didn't like it, but he could see the merit behind the decision.  Besides, he was far too proud to be seen standing against Megatron.  Everyone knew that Soundwave was their leader's closest confidant.  Everyone knew that Soundwave was the most loyal.  Only Soundwave knew about Megatron's insecurities, his nightmares, the drain the revolution was taking.  He was trusted above all others, and he was not going to let jealousy cost him his rightful place at Megatron's side.

Whoever this 'Orion Pax' was, he was not a threat.  He probably wasn't even that interesting.  And what could a mere archivist offer that Soundwave couldn't?

~~~

Megatron spent the weeks leading up to their guest's arrival as always – rallying the troops, training the elites, strategizing with his inner circle, reaching out to strangers, increasingly abroad.  His eyes these days were turned to Vos, Praxus, and Nyon, but he'd yet to make a significant impression on the latter two, and the less said about the former, the better.   _Seekers_.

Soundwave, as always, kept up surveillance, but Megatron's words continued to linger with him.

_Even you cannot access the information held in the Hall of Records_

 He wasn't foolish enough to attempt a break in at the most well-guarded database on the planet, and yet the idea wouldn't leave him alone, now that it had been planted in his mind.  Ratbat's flaunted security had been a joke; perhaps Soundwave was more skilled than he gave himself credit for.  Perhaps he  _could_ hack into the Hall of Records.  Perhaps he could render Orion Pax irrelevant before he ever arrived.

But he didn't.  He wasn't going to risk the Decepticons to prove himself, no matter how tempting it was.

"Do it, Boss!  That fresh-sparked librarian's got nothin' on  _you_!"  And no matter how much Rumble urged.

"There ain't no security system  _you_ can't crack!"  And Frenzy flattered.

"And Megatronus – err, Megatron will love you for it," and Buzzsaw bribed.

"Stop it guys.  If this goes wrong, we could all wind up back in Ratbat's custody, and Megs will be executed, along with half his supporters.  The boss isn't gonna ruin this for us."  At least he could count on Ravage to be the voice of reason.  The others reluctantly fell in line behind him, if only this once.

And Soundwave was left in an anxious quiet, counting down the hours to Orion Pax's visit.   He couldn't wait until the whole affair was done and over with.

Finally, his suffering came to an end. 

Megatron had chosen the coliseum as the venue of their meeting, and had brought along a handful of mechs within his inner circle to accompany them.  There was Onslaught and Hook, Motormaster, Razorclaw, Lugnut and Octane and Barricade, and of course, Soundwave.  As though to combat the dirty little secret that was the Ratbat affair, he'd tried to advocate a policy of openness in every other aspect of his leadership.  Everyone would meet this stranger, and everyone would decide what to do with him, and if it  _was_  a trap, well – Orion Pax would not be walking out alive.

But as best Soundwave could tell, this was no trap.  Barricade and Lugnut were the first to meet their archivist, and escorted him through the corridors to the waiting room where the others had gathered.

His first impression was not an impressive one.  The mech was nervous – his energon pumped fast, his joints rattled with every faltering step, his engine rumbled beneath the force of his strained composure – and that was just the sounds!  His optics held a hunted look to them, and his plating was pressed in tight, a natural response to fear.  He was right to feel as he did.

Orion Pax was not a small mech – not quite so big as Megatron, but still tall enough to dwarf Soundwave.  However, that was the extent of his intimidation.  His frame was sleek, slender – a frame never meant to raise its fist against another in combat.  And his face was soft, fresh.  This bot knew neither death nor strife, and here he was, surrounded by the most battle-hardened of warriors.  Any one of them could have put an end to Orion Pax before he could shutter his optics.

It took bearings to put oneself in so vulnerable a position, and Soundwave, however begrudgingly, could respect that, if nothing else.

"Orion Pax?" Megatron's deep, jovial rumble filled the room.

"Megatronus."

Soundwave could also respect that voice.  It was deep and smooth, and sounded far wiser than this mech possibly could have been.  Despite the rich timbre, it somehow also managed to convey the sense of awe that most mechs displayed upon meeting the larger-than-life character that was Megatron.  The fact that he didn't use Megatron's real name  _was_  grating, but most Decepticons had been slow to catch on as well, so it was difficult to fault him for that.

"It is an honor to meet you," the mech continued, falling to his knees, partially in deference, mostly in overwhelming wonder.   Soundwave hated it.  What a desperate ploy for acknowledgment.

"Arise, Orion Pax," said Megatron.  "You need not kneel before me.  I am a mech, the same as you.  My fight is for equality, not power."

"Of course."

The fact that Megatron accepted the display with such nonchalance was further insulting.  Soundwave didn't know why he'd been expecting anything else.  Megatron was in a position where mechs were frequently kneeling before him.  Pit,  _Soundwave_  was one of them.  And it would be a lie to say that their glorious leader didn't enjoy his daily dose of deference.  But somehow, Soundwave had been hoping that this time, he would take one look at the soft, flimsy structure of the overwhelmed mech before him, and see, rather than the beauty of a comrade in arms, the disgusting weakness that defined everything Orion Pax did.  It was too much to hope.

"You've come a long way to see me.  You must have much to say, but if you don't mind, I would first like to introduce to you my brothers in this revolution  – the mechs I trust most with my life, who keep me moving forward.  It is only fair to them."

"I would be honored."

And so, Megatron went around the room, giving names and whitewashed descriptions of each mech in his circle.  Onslaught was primary strategist (no mention of his past as a mob boss), and Hook was in charge of science and medicine (and certainly had nothing to do with underground pit fights).  Motormaster and Razorclaw managed personnel (troops), Octane handled finances (again, a skill divorced from gambling at the coliseum), and Lugnut and Barricade represented international relations (this was true).   Soundwave, as Megatron's right hand, was introduced last, as communications coordinator, as well as personal assistant (also true).

Orion Pax politely greeted each officer, but though he tried to remain outwardly cordial, the sounds of his frame could not hide his uneasiness.  No amount of sugar-coating could obscure the obvious unscrupulous nature of Megatron's finest.  But it was Soundwave, objectively unobjectionable  _Soundwave_ , who caused the terrifying stutter in his spark.   _Good_.

"Now," said Megatron, drawing attention back to himself.  "Let us get down to business.  I would like to hear your story, Orion Pax.  What brought you to travel all this way?"

With his optics diverted from the unpleasant mechs surrounding him, Optimus was able to ease his nerves.  He was practically beaming, as he smiled at Megatron.  "Well, I'm not certain how much your representative informed you about me," Megatron's eyes flickered to Soundwave in a moment of suspicious acknowledgment, which Soundwave found to be completely unnecessary,  and a bit offensive.  He would  _never_  keep anything important from Megatron.  He'd learned that lesson.

"But I am an archivist at the Hall of Records in Iacon.  I'd heard of you in the news, of course, bad things, mostly.  Critiques on you and your ideals, without ever explaining what those ideals were.  They called you dangerous, a heretic, a megalomaniac, and even tried to link you with those Decepticon terrorists."

"How absurd," Motormaster snickered.  A raised optic ridge from Megatron shut him up.

"Absurd perhaps, but unsurprising.  I challenge their way of life in much the same way as the Decepticons.  Both of us wish for change.  I simply prefer to fight through peaceful means."

"That's our Megatronus," Onslaught grinned, schmooze overwhelming. 

"I am well-aware of the way the senate has chosen to portray me to the masses," Megatron continued, ignoring Onslaught's comment.  "In my position, it is vital I keep abreast of what is happening in the world.  But I must ask, what changed your mind?"

"It was hearing you speak," Orion admitted, smiling shyly.  "I stumbled upon your broadcast while at work, and your words – they were so honest, so beautiful.  Those were not the words of a mindless tyrant, but of a mech who truly believed in their meaning – truly wished to bring equality to our world.  And in that moment, my entire life was turned on its head.

"I'd never given much thought to the caste system before.  I was an archivist because I was born to be an archivist, and I was content with my job, so I figured Primus knew what was best for each of us, and assigned us accordingly.  Those born to lead became senators, those born to work became laborers, and those born with a gentle temperament and a data-oriented mind, became archivists.  It was a perfect system – everything harmoniously in its place.

"It had never occurred to me that others did not feel the same.  It had never occurred to me that the 'will of Primus' was enacted and enforced by senators – by mechs with the failings of mechs.

"I live an isolated existence, but even _I_ knew there was unrest, and I'd always assumed that it stemmed from a lack of gratitude.  I'd never imagined that there were mechs starving in the street, or forced into death battles in order to make ends meet.  I never knew that there were so many who existed beyond my narrow worldview, and for the first time in eons, I felt a hunger awaken within me.  I needed to know more.

"I wanted to speak with you, of course, but I have also spent my time in preparation.  I've dug into the archives, done my research.  There are so many atrocities dealt unto the third tier castes, and even more to the untouchables, things the news obscures from us, through framing, and selective revelation.  I want to know the truth, and so I've come here, to the great truth bearer himself."

It was an interesting tale at least, Soundwave would give him that.  And he understood, to a degree.  He too, had come from the world above.  He knew how it functioned.  And therein lay the problem. 

Until just now, Orion Pax had been part of the blind masses – bots without original thought of their own, content to suck up lie after lie, so long as they came from on high.  Ratbat had taught him to disdain such bots, and the Underground had taught him to loathe them.  This assessment was unfair, perhaps, but as far as Soundwave was concerned, it was one more reason to hate Orion Pax.

Megatron did not seem to agree.

"An interesting perspective, and one I am glad for.  The council is manipulative by its very nature.  They cannot exist unless we allow them to exist, so they find ways to convince us of their necessity – convince us that it is our desire to be subjugated by them – through fear, through deception.  It is no easy feat to see past the things they wish to show."

"Yes," said Orion.  "Even amongst close confidants, it was difficult to get through.  I was called mad, a fool by some, and even those who agreed urged me to keep my head down.  I don't know which is harder to bear – the willful ignorance, or the blatant disregard for our fellow Cybertronian.  It's almost as though they are saying, 'so long as it is not happening to us, we can pretend it is not happening.'"

A fond smile crept over Megatron's face – completely out of place.  Megatron did not smile like that at other mechs.

"Do not think too poorly of them.  Not all mechs are able to fight back with the meager tools society has afforded them, and no mech should be obligated to die for a stranger."

"No, of course not, " Pax agreed, nonchalantly, as though the argument had come from his own vocaliser.  "But should every mech take that stance, then change will never occur.  I think this is what I most appreciate about your accomplishments.  You've made the idea of peacefully fighting back both accessible and appealing.  You are a great speaker, Megatronus, able to move stubborn minds with nothing more than words."

 If only he knew.

This mech would never support the Decepticons.  He was no fighter.  But Soundwave supposed he could be useful yet.   Orion Pax would not fight for change, but he could at least convince others to, in regions far beyond the reach of Megatron.  His words were not so ill-composed themselves.

But it was there, in a musty, crowded holding room underground, surrounded by some nine other mechs, that Soundwave lost Megatron.  Orion wasn't the first mech to journey across the world to hear Megatron speak.  And he was hardly the most intelligent or even well-spoken mech that had offered his allegiance.  Megatron didn't exactly surround himself with fools, after all.  But it took more than wit and devotion to win the heart of one such as him.  There was a reason Soundwave had been his favorite.

Between Soundwave and Megatron, there had existed a spark, a rapport rooted in the sharing of ideas, the drive to create something big together, devotion expressed through taking the other's dreams, their passions, their thoughts, and building on them, making them into something great.  Within ten minutes of speaking with one another, it was clear that Orion Pax had already matched Soundwave in this regard.  Here was an optimistic intellectual, bursting at the seams with dreams of his own, and new as it was, a passion, a  _need_  to change the world.  He not only understood Megatron, but he went a step further, added his own observation to each concept aired. 

Yes, he was young, he was inexperienced, he had a long way to go before Megatron would ever consider him his true equal, as he had Soundwave, but this mech could provide Megatron with the one thing Soundwave never could, the one thing Megatron clearly yearned for: engaging conversation.

"Suppose when I return to Iacon, I expose what I've seen here?  Or in our own underground?  Confronted with such horrors, surely mechs will begin to see the truth."

"Exposure is not a bad place to start.  Convincing those who lead a comfortable life, like you, will be an uphill battle.  They will not be so inclined to alter their lot in life as we are.  However, they may well feel guilt at supporting such a corrupt regime once its sins are made public, and guilt, however small, is something.

"It's accessibility that is key, however, as you've said.  You can't just convince bots to change the way they behave – you must make it easy, lest they lose faith in the cause."

"The trouble is, press too hard, and you find yourself targeted by enforcers.  I'm honestly surprised that  _you_ haven't been arrested yet."

"I was," Megatron corrected.  "The first time I tried to fight.  I was a young nobody, and they put me down right away.  I feared them for  _years_.  But now I’m older, wiser, and a figurehead of sorts.  If I were to disappear, I and the senate both are aware that the tensions on Cybertron may well erupt into full on warfare."

"An interesting point.  Being in the public optic can serve to make you untouchable.  I wonder . . ." he trailed off, stroking at his chin.  "What would the Prime think?"

At once, all warmth drained from the room, as the icy optics of nine other bots locked on Orion Pax.  He at least appeared to be aware of his blunder.  "I'm sorry.  Is this a touchy subject?"

"The Prime's the worst of 'em!" Motormaster hissed.

"He has the power to stop this, and does nothing," Barricade added.

"Don't be daft," Onslaught said, punctuating his statement with a slap to the back of Barricade's helm.  "The Prime's just a figurehead.  He's long since relinquished whatever power he once held to the senate.  He can do nothing."

"He should do the honorable thing and die already," Razorclaw growled, earning a stern glare from Megatron, and a look of horror from Orion Pax.

"What?  If he's not doing anything with his power, it is selfish to keep holding it.  Give the Matrix to someone who will actually give a shit."

"An interesting point," Megatron said at last, putting an end to the debate.  "But Onslaught is right.  Whatever the Prime was, he has since been reduced to a puppet of the state.  He clings to his title precisely because it maintains the status quo."

"But what does any of this matter, Sir?" Lugnut ventured, tone curious.  "The Prime has nothing to do with us, and we have no means of contacting him."

"Another interesting point," Megatron said, anticipatory stare falling on Pax.

"I admit, it is a long shot.  He would surely never speak to someone like me.   _Maybe_  you – I could see him willing to make an effort for one so controversial as you."

"Yeah, a perfect stage for an assassination attempt," Motormaster grumbled, outspoken as ever.

"Hah!  The Prime could  _never_  hurt our Megatronus!  I'd like to see him try."  And Lugnut was devoted as ever.

Pax took the interruption in stride this time, giving barely any indication at all that he was disturbed by Megatron's choice in friends.  Perhaps he'd already managed to adjust.

"I don't wish to derail this discussion just yet.  I am personally disinclined to believe Zeta Prime capable of such, but I am also aware of my own naivety in regards to the way of things.  However, I believe that I do have a way of making contact with Zeta Prime, if you wish, to tell him of the feelings of the people.  He is Prime – he's meant to speak for the people.  If enough of us are dissatisfied with the senate, he is obligated to listen.

"And perhaps he is only a figurehead – but he's a powerful figurehead.  If he speaks, the masses will hear, and they will obey.  And that will put the senate in quite the bind.  A coup could be staged without spilling a drop of energon."

It was an intriguing notion, and as Orion Pax described, could actually work.  But it was naïve.  Soundwave himself had never met the Prime, but he knew more about him than most.  He was a washed-up coward, weak.  He would never be so bold as to stand up to the senate, let alone stage a coup behind their backs.  If it was so easy, they would have utilized that option long ago.

But much to Soundwave's chagrin, Megatron did not reject the idea outright.  Instead, he leaned forward on the edge of his seat, and with a grin that was much too broad, said, "You have a means of directly contacting the Prime?  Tell me more."

~~~

As it turned out, Megatron wasn't that naïve either.

"Zeta Prime would never help us willingly, Soundwave.  You and I both know that," he later confided, in the privacy of their home.  "But the power he has over the masses is not insignificant – Pax was right about that assessment. 

"I was thinking we take advantage of Pax's connections to reach the Prime, then take him out – replace him.  In a perfect world, it would be with one of our own – but of course the senate would never allow that."

"Inquiry –"

"The plan is still in progress, Soundwave," Megatron interrupted.  "But I need more information.  First, I must learn the extent of Pax's connections.  A second tier archivist shouldn't have a direct link to the Prime, and yet he claims he can make contact.  I must find out who else he knows."

"Inquiry: Orion Pax: trustworthy?"

A booming laugh escaped Megatron, but it was not malicious.  His optics lit up, with a fondness that Soundwave would have loved in any other context.

"Jealous, Soundwave?"

"Negative," he said, perhaps a little too fast to be genuine.

"I'm joking.  I know you're better than such things."  Megatron was either manipulating him or he was genuinely ignorant.  Whatever the case, Soundwave found himself overcome with guilt, and withdrew half a step, in an uncommitted effort to retreat.

"But joking aside, I'd like you to follow his movements.  Keep an optic on where he goes, and more importantly, who he meets.  Add his name and comm frequency to your flags.  I want to trust him, but I also will not be fooled by a pretty face and a sharp tongue."

Who was Soundwave to disobey?

Orion Pax's comm frequency most frequently connected to the network from within the inaccessible Hall of Records, but he was able to stumble across record of him here and there – at a bank, an eatery, the market – all very mundane.  A few frequencies that commonly connected at the same time and place included a first tier medic named Ratchet, and a second tier musician name Jazz, who was probably neither of those things, if the subtle fabrications within his comm frequency were any indication.  This suspicious friend was the only remotely interesting thing about Pax's life, but try as he might, Soundwave could find no further information about the guy.

In the end, most of the information Soundwave was able to glean about Orion Pax came directly from Orion Pax, through his conversations with Megatron.

He was surprisingly open and trusting, thoughtful, intelligent, and he was struggling to make the revolution catch on in Iacon.  Frequently, he wound up turning to Megatron, or as he said, to Soundwave's endless chagrin, 'Megatronus,' for advice.  And Megatron was only too happy to provide. 

The pair would spend hours discussing strategy, philosophy, sociology, politics – the significance of a working class, the benefits and failings of the caste system, the possible dangers of free will, and its sudden introduction to an authoritarian society.  The debates were fascinating at the very least, and Orion always left with Megatron's viewpoint prevailing, claiming he would share his findings with his friends, in hopes of bringing them around.

But in the end, there was only so much eavesdropping that Soundwave could take.

"You want me to take 'im out, Boss?" Frenzy asked, punching his own open palm, psyching himself up for a fight.

As tempting as the idea was, Soundwave had to decline.

"Okay, so we don't gotta off 'im.  What if we just . . . casually told him to back off?"

Again, Soundwave declined.  Far be it for him to get between Megatron and whatever made him happy – even if that thing wasn't Soundwave.

"But what about  _your_  happiness, Boss?" Rumble interjected.

Soundwave dismissed the notion altogether, and got back to monitoring news of a failed Decepticon raid on Vos –  _that_  was gonna hurt the movement.  Forging a positive relationship with the Seekers would be nearly impossible at this rate – he had damage control to manage.  He had no time to be happy.

~~~

Orion Pax and Megatron kept up correspondence for a good three months with little change, until the day came when Orion requested a second visit, this time with a few of his friends.  The idea made Soundwave more than a little nervous, but Megatron approved it without hesitation (or bothering to clear it with the others).

The next thing Soundwave knew, they were back in that waiting room - Megatron’s inner circle, Orion Pax, and two mechs Soundwave knew to be Ratchet and Jazz.  Another round of introductions ensued, but soon enough, they were getting back down to business.

“So Orion tells us you’re quite the philosopher,” Jazz said.  “An intellectual with a superior understanding of your fellow mech.  With all that workin’ in your favor, this should be an easy answer.  What do you have to say about your link with the Decepticons?”

Jazz didn’t beat around the bush.  It was fortunate that Megatron had plenty of experience answering this question.

“The Decepticons are terrorists, plain and simple.  We share some end goals and philosophies, yes, but it ends there.  I would never resort to such actions as those employed by the Decepticons.”  He was quite the actor.  _Soundwave_ almost believed him.

“And is it coincidence, then, that you both stepped into the public optic at the same time?”

“Jazz,” Orion scolded, but Megatron knew the answer to this question as well.

“It is not.  I imagine they took my rhetoric, my call to action, in a different way than I’d intended.  I am ashamed that I was misinterpreted so, but bots like that crave violence.  Nothing I say could rein them in.”

“You profit from their actions, though.”

Jazz needed to stop prying.  It was bad enough knowing that he wasn’t who he claimed to be, but his uncanny ability to ask all of the wrong questions was growing wearying.  Who was this mech?

“I apologize, Megatronus,” said Orion.  “I don’t mean to cast doubt on you.”

“It is no trouble.  I fully admit that I’ve taken advantage of reactions to the Decepticon presence.  Their existence forces the population to see that things need to change, and our movement seems reasonable in comparison.  It was not planned, but we’d be fools not to capitalize on the opportunity.”

“Yes, I agree,” Orion said, fixing Jazz a pointed stare.

“No more questions, your honor,” he replied, holding up his hands.

“As regrettable as it is, change cannot come without sacrifice,” Megatron continued.  “The question is, how much of your integrity, your health, your very soul are you willing to sacrifice to get there?  The Decepticons and I have different responses to this question.  They’ve crossed the line.  I don’t intend to.”

The strangest thing about Megatron’s words, was not the words themselves, or how he said them, but the way his frame responded to them, the way his joints creaked as they tensed up, the sad, subtle cough his engine made, the flicker of doubt in his once resolute field.  It was regret, uncertainty, as though he wanted the words to be true – Megatron, who had urged his followers into acts of guerilla warfare, Megatron, the gladiator with a kill-count in the hundreds, Megatron, the cunning schemer who knew what it took to win, and fought for it without remorse.   _Megatron_  had allowed his resolve to waver, had, if only for a moment, questioned himself, who he was, and what he fought for.  Soundwave was terrified.

Jealousy was one thing - he hated Orion Pax, but until now, he had never been a threat.  But this?  This was a whole 'nother beast.

Naive, optimistic Orion Pax was changing Megatron, quelling the flames of his passion, instating morality where pragmatism had once ruled.  If Megatron showed doubt in his convictions after three months, where would he be after a year?  Two?  Ten?  What if he  _did_  decide to forsake the Decepticons, embrace the uselessness of peaceful protest, betray everyone who had worshipped him, followed him, fought and killed in his name?

He would be crucified by those he’d promised a revolution to.  And without him, who knew what would become of the Decepticons?

They’d gained too much momentum to wither and die by this point.  An opportunistic new leader would step in to fill the void, Onslaught, perhaps, or Razorclaw, or Primus forbid, Ratbat.

He couldn’t stifle a shudder at that last thought.  Ratbat leading the Decepticons could  _not_  be allowed to happen.

“Soundwave?”

Megatron’s voice drew him back to the conversation.  He’d noticed Soundwave falter.  His optics showed concern, not the disdain they should have at such weakness.  What had Orion Pax done to Megatron, his lord, his master, his  _world_?

Soundwave nodded, straightening himself up, gathering his composure.  He refused to appear weak in front of these soft, upper class weaklings.  Already, the one called Ratchet was looking at him as though he wanted to perform a medical examination, and Jazz and Orion were little better.  But as bad as the pity of strangers was, it was nothing compared to the hungry looks shared by the other Decepticons.

Soundwave was Megatron’s coveted right hand, a position that any Decepticon would kill to be in.  And they yet might, if Soundwave allowed them the chance.  He chose Onslaught as the biggest threat, and fixed an unnerving stare on the former crime lord, until the mech backed down.

If Megatron saw any of this, he gave no indication.  Instead, he returned to the conversation at hand.

“As I was saying, you are in a unique and powerful position, Orion Pax.  I know it is much to ask - you still have a life to go back to, but for the sake of getting the most out of the movement, we need information.  Soundwave has been our primary provider of intel, but it is a lot of work for one mech.  I would love for the two of you to work together, to keep abreast of news and information.”

And that was the final straw.  Soundwave could not listen to this anymore.  There were no optics on him - not with Pax and Megatron in the room, and thus, nobody noticed when he slipped out.  It was petty, yes, but at this point he didn’t care.  He wasn’t going to stand by and let some  _weak_  librarian nobody replace him.  

It wasn't that he didn't understand the appeal.  Orion Pax was good and pure, pleasant even, in a way mechs of the Underground never could be - they were far too damaged to believe the best of others.  In a way, Orion was an escape, a chance for easy freedom, a symbol of everything that was good in the world.  And Megatron, worn down to the core, confidence shot, and forced into slavery once more by Senator Ratbat, was in just the state of mind to eat that sort of thing up.

Soundwave had given him a new name.   _Orion_ had given him the chance for a new life.  Of course he’d be enthralled.  Of course he’d bound forward, with no thought spared for those who had gotten him this far.  What did it matter?  He had what he wanted.

“Soundwave?”  Speak of the devil.  Orion stood in the coliseum entranceway, neither in nor out, uncertain whether it was safe to proceed.  Soundwave’s empty stare provided no answers; Orion remained where he was.

“I’m sorry about that, really I am.  It was not my intention to uproot your position, or undermine your relationship with Megatronus.”

Soundwave said nothing, though the sound of Megatron’s old name grated on him.  Why had Megatron yet to correct the mistake?  Did Soundwave’s gift mean nothing to him?

“I understand the two of you have been friends for a long time,” Orion pressed, a worried quirk to his optic ridge.  Good.  Let him fret.  “You must care about him a lot.  And I’m such a new presence in the revolution.  Please, let me know if I cross any lines, or otherwise upset you.  I will back off.  The last thing I want is to hurt your relationship.”

He waited for a reply, for a moment, a minute, two.  The mech displayed an annoying patience, and a sense of selflessness that made Soundwave's tanks churn.  Beating Orion this time was not worth continued exposure to his ugly face.

Soundwave nodded, which caused the corner of Orion’s mouth to shift upwards in a saccharine smile.

“Thank you, Soundwave.  I hope we are able to part on good terms.”  With that said, finally,  _finally,_ Orion Pax dipped back into the coliseum halls.

“Primus, what a loser,” Rumble whined once the mech was gone, detaching from Soundwave’s shoulder and transforming en route to the ground.

“‘I hope we part on good terms, Soundwave,’” Frenzy mocked, mimicking his brother’s movement.  “Are you  _sure_  you don't want me to kill ‘im?  Who does this guy think he is?  Comin’ between you and Megs like that?”

In tandem, his remaining Symbionts deployed, offering condolences and comfort.  Had it been any other mechs exhibiting such pity, Soundwave would have taken offense, but his Symbionts were aware of his needs as much as he was aware of theirs, and right now, he wasn't opposed to a little bit of revenge fantasizing, at least until the soft footsteps of a bot with a hunter's stealth and a cat-like grace echoed from the empty corridors of the coliseum and into Soundwave's audial receptors.  Razorclaw.

 “Look who it is, Boss” Ravage sneered as the mech slipped through the entranceway and into their group's line of sight.  He’d never been fond of the former Mafioso, mostly because the mech was reprehensible (albeit skilled) but also because of his lion-like alt mode.  Ravage did not play nice with other kitties.

“Couldn’t help but notice the lack of creepiness in the room,” Razorclaw explained, disappointed to have been caught so easily.  As though anyone could sneak up on  _Soundwave_!  “Is poor little Soundwave jealous of Megatronus’s new friend?”

“It’s Megatron now!” Frenzy snapped.

“Not according to precious little Paxie, it’s not.”

“Pax is an idiot,” Buzzsaw squawked.  “You must be too if you believe him over the Boss!”

Razorclaw stepped closer to the boisterous little bird, a cannibalistic hunger pulsing through his field, that Soundwave refused to abide.  One data cable snapped out, wrapped itself around a golden arm, and whirled the vicious creature around, to face the terrifying faceless stare of a protective carrier-mech.  Razorclaw surrendered immediately, hunger vanishing and frame deflating with a begrudging sigh.   

“Okay look, I didn’t mean for this conversation to go this way, you don't gotta be like that.  I'm not gonna eat your stupid bird that you insist on dangling before me like a delicious treat, or poke fun at your insecurities anymore or any of that nonsense.  Believe it or not, I am here to help.  Primus knows I hate Orion Pax more than I hate you.  I swear, I'm gonna purge if I have to listen to his sickly sweet bullshit a second longer.”

"So what?" Ravage said, in lieu of Soundwave, who would not waste words on Razorclaw.  "What do you think you're gonna do about it?  You can't just sack Megatron's new favorite and expect to escape with your life."

"Pretty kitty thinks he's so clever."  Ravage's hackles rose in response to the taunt.  "Listen kitten, I'm not gonna do anything to Pax, much as I'd love to.  I'm not suicidal, you know.

"What  _I_  want is to let off a little steam.  My Preds and I are hitting up Ratbat Holdings for real tonight, and generous guy that I am, I thought I'd invite you to come along."

"Ratbat Holdings?" Ravage sniffed.  "More like you need all the help you can get breaking past security.  That place is guarded to the max after you guys tagged it way back when.  Can't be too safe in Kaon."

Ravage had a point, but so did Rumble and Frenzy.

"That's a great idea!  Nothing I'd love to do more than punch that smug Minicon's face in," Frenzy beamed.

"Boss, this is our chance to get revenge.  You gotta say yes!"

And though logic dictated that he stay home, that he get back to work and not provoke their benefactor's wrath, logic also dictated that dealing a major blow to Ratbat would make Megatron happy, and if Megatron was happy, he was more likely to turn his back on Orion Pax, and return his attentions to creating the future he'd promised without inciting a riot from a couple thousand betrayed mechs out for his head.

"Boss, you can't be considering this," Buzzsaw protested.  "Working with  _them_?!"

"Ratbat's not going to be pleased with this, and that's the last thing we need," Ravage added.

But Ratbat had expected to incur a few losses; Shockwave had said as much.  He wouldn't forsake their cause over this, Soundwave was certain.  But after all he'd put the Decepticons through, all he'd put Kaon through, all he'd put  _Soundwave_ through – even without the benefit of logic, destroying his precious little tower would be so,  _so_  gratifying.  Ravage and Buzzsaw didn't have to come if they didn't want to, but his mind was made up.

He fixed his blank, black visor on Razorclaw's own obscured face, and gave a deliberate nod, which brought cheers from Rumble and Frenzy, and groans from Ravage and Buzzsaw, and a confused little chirp from Laserbeak.  But he ignored the lot of them, demanded silence.  He would not settle for a fight breaking out amongst his Symbionts over his need to do  _something._

The sadistic hunger in Razorclaw's field returned full-force, this time focused most daringly on Soundwave.  "Glad to hear, Sounders."  Soundwave cringed at the nickname.  "We'll gather in district zero at twelve past the twenty sixth cycle.  Don't be late."

They parted ways after that, but Razorclaw's offer lingered with Soundwave all day.  Doubt brewed within him – it had been nearly a full stellar cycle since his last gladiator match.  He was walking into a dangerous situation, putting Rumble and Frenzy into the same.  But every time he came close to changing his mind, to giving in to Ravage and Buzzsaw's protests, he thought of Megatron, and the soft smiles he shared with a mid-caste librarian.

His fists clenched.

Soundwave was going to win back Megatron – for the Decepticons, and for himself.

 


	7. Reality

**Summary for the Chapter:**

> The hit on Ratbat Holdings does not go as planned.

Twelve past the twenty-sixth cycle came faster than Soundwave would have liked, yet not fast enough.  This was a bad idea. He knew it was a bad idea, and the longer he spent waiting, the more time he had to talk himself out of it.  Ravage and Buzzsaw were all too eager to help.

"The Predacons are bad news," Buzzsaw squawked into Soundwave's audial from the shoulder on which he was perched.  "You know that Razorclaw doesn't like us.  You  _know_  he's an ambitious con who wants your rank.  And you're going to walk out on the battlefield with him?  With  _them_?  You're gonna get stabbed in the back for sure!"

"He shouldn't be going out there at  _all_ ," Ravage sneered.  "You're way too important to the cause to risk yourself on the frontlines, Orion Pax or no.  If Megatron really does abandon us, then how long do you suppose the Decepticons will last without you?  Besides," he hopped down from his own perch on Megatron's requisitioned throne, glaring up at Soundwave with fierce red optics.  "You may be strong, but when was the last time you were actually in a fight?  The Twelfth District Riot?  You're out of practice, and to be honest, a bit out of shape.  You've been putting your body through too much these days.  You won't last ten minutes out there!"

"Oh shut up, Ravage."  Rumble to the rescue.  "The Boss already made his choice.  He'll look weak if he backs out now."

"Better weak than dead," Ravage hissed, taking a swipe at Rumble.

Frenzy was next to step in.  "We're all dead anyway if Megs leaves us.  He's the only guy who can talk a good game  _and_  back it up with brute force.  We'll be too busy fighting amongst ourselves to fight the senate at that point."  He sunk the short distance to the floor, a hunted look on his face.  "We can't let Megs leave.  We can't guys.  And if this is what it takes, then I say, fuck Ratbat!"

It was unusually thoughtful for the punch-first-talk-later Frenzy, but it was enough to convince Soundwave, and subdue the others.  He was right.  Bad idea or not, Soundwave  _had_  to win Megatron back, and for that, he was willing to risk his own life.

And so, when twelve past the twenty-sixth cycle rolled around, Soundwave found himself in a District Zero back alley, with Rumble and Frenzy at his side, and five brutal mechs standing in a circle around him.

They were called the Predacons, the remnants of a once-notorious gang broken up in Megatron's early days as a revolutionary.  They had taken their name from ancient beasts of legend, to invoke fear amongst the common folk, but they could have been called The Minibot Brigade for all the difference it made.  Soundwave had never known a group of mechs more feared, more  _vile_  than this one.

At their head was Razorclaw, the ring leader.  His cunning and wisdom stood at odds with his brutality and thuggish manner of speaking.  He was the strongest of the Predacons, and he had to be.  Theirs was a group ruled by might.  A weaker mech would have been consumed by his own followers. 

At his right hand stood the one known as Rampage, a tiger to Razorclaw's lion.  He was fierce as the rest, if not a bit put upon, constantly fighting off threats from those lower in the pecking order.  Perhaps that explained his particular inclination for aggression.

Next was Divebomb, particularly dangerous for his coveted flyer's frame (in this case, an eagle's).  Tantrum, a bull with a legendary temper, and Headstrong, a rhinoceros with few brains but plenty of brawn, made up the rest of the team.

They were hunters, the lot of them, preying on the weak, sometimes literally.  When the cannibalized remains of some poor bastard were found littering the junkyards of the Kaonian underground, the Predacons were almost certainly to blame.

Needless to say, even with Rumble and Frenzy by his side, it made Soundwave nervous to be in such close proximity.

"Glad to see you didn't back out," Razorclaw grinned.  "I see why Megatron keeps you around, other than the obvious."

Soundwave did not bother asking what he meant by 'the obvious.'  Razorclaw's tone was meant to goad him, and Soundwave had every intention of performing this raid with a clear head.

"Boring," chirped Divebomb, as though reading Soundwave's mind.

"So, what's the plan?" Frenzy spoke in his gruffest voice, arms folded, trying his hardest to come off as intimidating.  All he managed to do was invite snickers from the Predacons.

"Aww, the Minicon thinks it's people," Divebomb mocked.  Soundwave had to grab Frenzy's shoulder to keep him from lunging.  Infighting indeed.

"The plan," Rampage asserted, humorless and impatient, "Is this."  He pulled a holo-projector from his subspace (ironically, said projector had been one of Ratbat's many gifts to the revolution), and prompted it to project a replica of Ratbat holdings, forty stories of ivory luxury, that blinded in the daylight, soothed at night, and glowed an iridescent rainbow at sunrise and sunset.  It was an ode to extravagance, and stood a stark contrast to the crumbling hovels of the underground.

"As you can see, Ratbat Holdings comes in a nice hexagonal shape – that's six sides for those of you too dim to know that."  Headstrong growled from behind Soundwave, taking offense to Rampage's remark.

"Go on," said Razorclaw.

Divebomb took the opportunity to leap in, literally, nearly jostling the projector from Rampage's hands, in his excitement.  Rampage cried out a fierce, "Watch it!" in protest, swiping at Divebomb with his claws.  It was perhaps to their fortune that he missed.

" _You_  watch it," Divebomb mocked, before turning back to the group, ready to play his own part the briefing.  "Now, Aerial reconnaissance has marked security hubs here," he indicated the front entrance with a clawed fingertip, then moved it around the tower, pointing out two further locations.  "Here, and here.  We trip any of those, and its' ten minutes max before the guards come rushin' in.  And we do  _not_  want the guards rushin' in.  Tantrum."  The cocky grin disappeared from Tantrum's face, and Soundwave swore he saw steam sprout from the mech's head vents.

"You got all that from aerial recon?" Rumble snorted.

"Soundwave, shut your Minicon up, or I will shut it up for you," Divebomb said in retort.  This time, it was Rumble that Soundwave had to restrain.

Buzzsaw had been right.  Working with these maniacs was already shaping up to be a disaster, but he was likewise certain that they wouldn't take kindly to him walking off, and he very much doubted he could fend off the five of them, while simultaneously protecting Rumble and Frenzy.  His only option for now was to play nice.

This time, it was Razorclaw who stepped in.  "Security is your job, Sounders.  Disable those three and anything that Divebomb failed to notice."  Divebomb gave an indignant squawk at the dig.  "And use those fancy audials of yours to warn us if trouble comes.

"In the meantime, the rest of us each get one of these."  From his own subspace, he withdrew seven explosive packs, and began distributing them to his Predacons, as well as to Rumble and Frenzy.

"I'm taking the center pillar, Divebomb, you're target A-6."  He indicated a wall near the top of the structure.  "The Minicons are small, so they can get into places the rest of us can't more easily.  You," he handed Rumble a pack, "will get zone B-7, and you," he indicated Frenzy, "Are C-4.

"Rampage, you're D-2, Headstrong, E-5, and Tantrum, F-1.  I'm uploading floor plans to your commlinks so you don't get lost.  Sounders, relay this to your brats.  I don't got their frequencies, and I don't really want them either."  It was better that way.  Soundwave didn't want his Symbionts to have anything to do with the Predacons from here on in.  But that didn't stop the low growl from building in his vocaliser at the scathing tone.  Razorclaw ignored it.

"All right, everyone get in position.  We move in at the signal from Soundwave."

Soundwave did not like this plan.  He did not like the idea of sending his Symbionts off on their own to infiltrate Ratbat Holdings, particularly the higher, more dangerous levels to which they'd been assigned.  However, despite his reservations, he also knew that holding such an important job, even if gifted by the Predacons, meant a lot to the twins.  He couldn't take that away.  He had to trust that they were perfectly capable bots on their own.

Besides, he had his own tasks to focus on.

The mission began as planned.  Soundwave, from his position safely sequestered away in that too-clean alley, hacked into the Ratbat Holdings network with little difficulty, and set about switching security cameras to replay the same looped footage for the next cycle, disabling heat and motion sensors, as well as automated weapons, and cutting emergency communication lines.  They wouldn't be caught, and in the unlikely event they  _were_ , they had plenty of opportunity for escape.  His task completed, he sent out the message, "Security: breached.  Proceed," and sat back to keep an audial on things.  And that's when he noticed.

Something wasn't right.

He'd missed it before, with his attention devoured by the delicate task at hand, but now, with his sensors fixed on the building in question, Soundwave couldn't help but hear the soft hum of several dozen electromagnetic fields from within.  There was no sound of movement, save for those made by the Decepticon invaders.  The guards were inside, lying in wait, ready to spring a trap – had been since prior to their arrival in District Zero, even.  How was this possible?

_"Abort!  Mechs lying in wait.  Immediate retreat required!"_

He received no reply, for his message had been lost in the sound of seventy-three armed mechs leaping into action.  Combat unfolded immediately, and terrified as he was, all Soundwave could focus on was getting to that building, retrieving his Symbionts, and getting out of there.  Caution and stealth were beyond him now.

He switched to alt mode and took off at full speed, zipping towards the ivory building towering in the distance.  Three minutes.  That's how long it took him to arrive at the scene.  Three minutes Rumble and Frenzy were left to face an overwhelming foe on their own, trapped deep in the belly of Ratbat's fortress, unable to escape.  Three minutes too late.  He had no more to spare.

Out front, he found Headstrong, under siege by seven other mechs, all firing blasters.  He saw, as he tried to dash by, two shots pierce the mech's thick armor – another blow off his left arm, even as he managed to decapitate one of the guards.

"Soundwave!  Help me out here," he roared, and on cue, two of the mechs turned around, and began firing on Soundwave.

He was back to root mode in a flash, cables lashing out, and sending a heavy jolt of electricity through his assailants, knocking them out cold.

In response, the remaining guards turned their fire on Soundwave, who took a heavy shot to the chest, burning straight through Laserbeak's empty bed, and out the other side.  The shock, the pain, and the frustration were enough to leave him screaming – his weaponized voice ripping right through his assailants, and sending them off-balance.

Headstrong recovered first, crushing the head of one guard, and goring the next on the horn of his alt mode.  The remaining two found themselves hoisted from the ground by a pair of data cables, and slammed into each other with all the force Soundwave could muster.  They went out like a light.

"What the slag, Soundwave?!" Headstrong roared, charging forward with full force.  Soundwave prepared to dodge, but the mech stopped just short of making contact.  "You said it was safe!"

Headstrong was right.  It had been Soundwave's job to prevent this, and he had failed, and in doing so, put all of them in grave danger.  But Soundwave had no time to deal with the guilt right now.  He could suffer punishment later, once the threat had passed.

  A quick data cable prodded into the sparking circuits of Headstrong's recently severed arm, sending the mountainous mech stumbling away in pain.  Before he had a chance to recover, Soundwave was back in alt mode, speeding into the building – the combat zone.  Headstrong wouldn't follow.  He had far too much self-preservation.

The floor plan of the building was still in his head.  He tried to find his way to coordinates B-7 and C-4 by following the map, and the voices of his own struggling Minicons.  He passed the lifeless corpse of Tantrum on the way up, passed Rampage, overwhelmed by twelve armed guards.  He wouldn't stand a chance.  And Razorclaw?  Well, he was nowhere to be seen.

His audials told him where guards hid, and he had no further encounters on his way up, up, up, until finally, he came upon Frenzy's hideaway. 

Frenzy was small, and as best as Soundwave could tell, had squeezed into some ventilation shafts and scurried off into an empty office, temporarily throwing off the trail.  It was outside of this office that Soundwave allowed himself his first pause in ten minutes.

Through the bond, he could feel Frenzy's tiny spark, overwhelmed with fear and anger and a desperate need to survive.  He was a trained fighter, yes.  He'd performed well-enough in the ring, and had even taken part in defending their district during the infamous riot.  But this was not a team battle with Rumble against a foe that wouldn't risk killing him, nor could he count on a dozen burly gladiators to have his back.  This time, he was all alone, and he was terrified.  And rare as it was, when Frenzy was terrified, bad things happened.

His mind was retreating into one of his nightmares.  Soon, the entire floor would feel the effect of it, as his ability to transfer the horrors he saw to others through sound waves, came to life.  And as useful as it could be in the right circumstances, right now,  it would only serve to create an army of berserkers armed with the latest in offensive technology.  Ratbat Holdings would turn into a free for all, and they would be caught in the crossfire.

No.   Soundwave didn't want Frenzy to activate his ability.  He  _wanted_  Frenzy safe in his bed, and Rumble as well.  He wanted to get them out of this pit, then back to base – back to Ravage, Buzzsaw, and Laserbeak.  Back to Megatron. 

He was bound to be angry.  And he had every right to be.  Soundwave deserved whatever punishment Megatron came up with.  Pit, Megatron could run off with Orion Pax if he wanted, and Soundwave would personally fight off any Decepticon who tried to stand between their leader and happiness, so long as he and his Symbionts made it out of this alive.

He extended his field through the office door, projecting warmth and calm.

_I'm here.  You're safe._

He opened the door.

Frenzy rushed to him instantly, wrapping his transformed drill arms around Soundwave's leg, and burying his face against it.

"Why are there guards here?!  There shouldn't be guards here!  I thought you said it was safe!"

The accusation stung all the more when coming from Frenzy.  How could Soundwave have allowed them to fall into this trap?  And moreover, how had Ratbat known?  The guards had been so silent, so still.  It was unprecedented!  Almost as though they knew exactly what they'd be up against. 

. . .

Had they?

He could figure it out later.  They needed to find Rumble first.  Soundwave gave the command to return, and Frenzy didn't hesitate – transforming, and slotting into place on Soundwave's right shoulder.

He took a long moment to listen – regain his bearings, seek out a familiar voice, field, pulse.  Rumble was one floor up, backed into a corner by –

A heavy rumble rattled the building, and Soundwave, audials boosted, was left reeling as the shriek of twisting beams, the pounding of heavy pile drivers, the shattering of glass, and the roar of the floor giving way pierced his neural net.  Rumble had used  _his_  ability, destroying the comparatively fragile flooring he stood on, and sending it collapsing two stories downward.  But despite the tumble, he was alive and mostly unharmed.  Somehow. 

Such a sound could not have gone unheard by the guards.  Within minutes, they would be flocking to the scene in droves.  It was more important than ever that Soundwave find him.

With his audials still ringing, he was forced to rely on his spark to guide him, and it led him down two flights of stairs (he'd always hated stairs), marking the only point he forsook his much faster alt mode.  He was driving again the moment he reached the appropriate floor, however, at least until his way was blocked by two stories worth of wreckage.

He switched back to root mode, stepping lightly over the uneven ground – it was an effort to remain standing.  Still, nothing would come between him and rescuing his Symbiont, least of all a little debris.  And Rumble wasn't even buried beneath it this time.

In fact, he sat atop the heap of wreckage, as though he'd been the last thing to fall through.  His frame was beat and shivering, but on his face, he wore an enthusiastic smile.  It made the energon in Soundwave's fuel lines run cold.

"Did you hear what I did, Boss?  Those bastards didn’t stand a chance.  Not when the floor gave way and the ceiling came down."

He sounded weak, exhausted, and half-crazed.  Soundwave didn't know how he'd made out so well in such a situation, but he didn't need to right now.  He gave the command to return.  Rumble refused.

"I did it, " he laughed.  "This was all me!"  He gave no indication he'd even received the command.  And perhaps he'd missed it amongst the chaos.  

Soundwave tried again, but to no avail.

"Rumble: return to me," he said aloud, in a desperate hope that an audial cue would succeed where the bond had failed.  No such luck.  Rumble curled into a tight ball at the sound of Soundwave's cold, robotic voice.  He was gone.  If Soundwave wanted him back, he'd have to go get him.  Easier said than done.

With hesitant steps, Soundwave tried to ascend the debris pile, only to find himself slipping and sliding with every step, the floor beneath him tumbling out from under his feet and down the slope.  This was hopeless.  He would never make it up there himself. 

But he didn't have to.

His frantic Symbiont was affecting him, no doubt, but cracking his visor on a beam as he fell to the ground on his second failed attempt at ascension, managed to jostle his thoughts back into place.  He reached out with a data cable, up to the top of the slope, grabbed on to some transformation kibble on Rumble's back, and pulled his struggling Symbiont down to the safety of his arms.

And that's when he heard it – the rolling of treads, shifting of debris, as something removed itself from the pile beneath him, sending Soundwave and Rumble sliding down the heap, helpless to regain control, until they came skidding to a stop halfway across the room.

The heavy click of ammunition being loaded drew his attention just long enough to stare in mute horror down the gun barrel of a hellish red tank, before it fired, ripping through his right shoulder, and into the floor behind him, and sending Soundwave, Rumble, still held fast in his good arm, and a whole mountain of debris, falling down to the room below.  Mercifully, the debris landed first.

Soundwave was dizzy and disoriented from the fall.  His right arm was gone, and his left had taken severe damage in his effort to protect Rumble.  Laserbeak's bed had started gushing fresh energon from the earlier blaster wound, and his plating was cracked and dented on each available surface.  But something else was wrong, something he couldn't put a finger on.

He heard Rumble's agonized scream beside him first, and then his spark collapsed in upon itself.

His body convulsed, back arching so far, he'd surely snapped a few spinal struts, before he ultimately crumpled forward, his battered, trembling frame held protectively over his broken spark, which burned furiously, sending a rush of molten energon through every fuel line – his cooling fans could do nothing to ease the pain that consumed his being.  He didn't even realize he was screaming until more of the ceiling rained down around him, pulling him back to reality.

Being shot at close range by the tank had no doubt done him no favors, nor had falling through the floor, but all of that paled in comparison to Frenzy's presence being rent from his spark in one fell swoop.  An entire fragment of his spark was gone, and his systems were struggling to fill the hole, lest Soundwave should cease to be.

It was the heat that got to him in the end.  Even though he held a vague awareness that he was on a battlefield and needed to escape, the immense heat generated by his over-worked spark had systematically shut down all of his systems, and finally, he could hold out no longer.  Soundwave lost the fight with unconsciousness.

~~~

The room was silent.  It had not the ambient sounds made by mechs in the next room, nor of vehicles on the street, nor even the weather.  Pit, he could  _barely_  hear the sounds generated by his own body.  It was enough to drive any mech to madness, but for Soundwave, who depended so heavily on aural input over any other sense, even his few waking seconds had been torture.

He tried to move, to add noise to the silence, but found himself fastened to a slab, arms, legs, and data cables all bound and immobile.  Moreover, his audio transmitters had been disabled.  He was alive and weaponless in an absolutely silent room.  Frenzy was dead, and he couldn't feel Rumble at all.  Soundwave was in Hell. 

No.  Worse. 

Soundwave had been taken prisoner by Ratbat – nobody else would have had such an intimate understanding of how to hurt him.

His distressed moans went unheard, swallowed by the silence.  No one was coming to save him – certainly not Megatron, not after the stunt he'd pulled.  And Soundwave didn't want him to.  He'd been an idiot, had allowed petty jealousy to cloud his judgment, to lead him astray, and Frenzy had paid the price for it.  Perhaps Rumble had as well.

His spark still hurt, even though the danger of implosion had passed.  He had lost a part of himself with Frenzy, and he knew that the others would never forgive him for it, nor would he forgive himself.  He'd messed up, and ultimately, he deserved the punishment Ratbat had seen fit to give him.

He stopped whimpering.  It did no good anyway.  Just the weak pleas of an inconsequential mech who'd thought himself better than he'd been created to be.  It had been a mistake to fight, to allow himself to be seduced by Megatron's pretty words.  The mech had promised a brighter future for him and the Symbionts he loved.  An impossible dream.  Soundwave should have known better.

And now he did.

He was done fighting.  He was done pretending to be something he was not.  From here on in, he'd be the good little slave he was always meant to be, and wait patiently in the darkness, until Ratbat saw fit to do something with him.

Just as Primus had intended.


	8. Confinement

**Summary for the Chapter:**

> It is pointless to hope. What good can it do Soundwave, when he is trapped in Ratbat's clutches?

Soundwave didn’t know how much time had passed.  His chronometer had been disabled, and from within this empty, silent room, his perception of reality was too altered to hazard a guess.  And still, despite the endless waiting, no one had come to see him, neither Ratbat nor his cronies.  Soundwave felt as though this enforced solitude was an intentional ploy to break his will even further, leaving him a hollow shell of his former self for the inevitable meeting with Ratbat.  If this was the case, it had worked.  Soundwave had long since lost his will to live.

He spent most of his time in recharge.  Being awake was too hard; the thoughts came when he was awake – lonely, accusative, despairing.  Being asleep was much better.  He could still see Frenzy in his dreams.

The little bot would laugh and joke, he’d get into fights, gush about his hero, the great Megatronus, take care of Soundwave, as Soundwave cared for him, and though it brought joy to Soundwave’s fractured spark, he knew there was no going back, a conclusion evidenced by Frenzy’s appearance in those dreams.  No matter what he was doing, his back was always turned, face just out of sight, and voice warped, just as Soundwave’s was.  His body made no sounds – no sparkbeat, no creaking joints, just more silence.  And Soundwave feared he was already forgetting one of his most precious companions in death.  And so, he slept on.

He always woke with an emptiness in his spark, a longing for what he could never have again.  But he did not cry.  There was no point.  All he could do was lie in the silence, alone and empty, and accept his pitiable fate.

~~~

It was the first sound he’d heard in weeks, perhaps months – the sliding of a door, and the subsequent soft footsteps that reverberated around the empty chamber.  The strides of the visitor were long, graceful, slow, their length and weight, the hiss of hydraulics, the shifting of each gear, coming together to paint a picture of this mystery mech.  He was of a medium build, with long legs and double-jointed knees, which gave him an unusual gait.  His frame did not transform into a vehicle, and thus was relatively free of kibble.  And as far as arms went, if this mech had any at all, they were severely undersized, and did not sway or bump into anything as he walked.  Soundwave did not have to see this mech to know its identity, though the red and grey plating glimpsed once he stepped into sight confirmed it.  This was Blaster.

The pair were two halves of the same spark, and their bodies had been forged to be identical as possible – twins.  They shared the same hyper-sensitive audials, data cables more efficient at interfacing with Cybertronian technology than the strongest available super computer.  Both carried Symbionts that were dependent on them for sustenance, and Blaster’s appearance was identical to what Soundwave’s had been, prior to his upgrades in the Underground.

Or so he'd thought.  When Blaster spoke, the illusion was shattered.

“Soundwave.  You look different.”  

His voice held the same beautiful, musical quality that Soundwave remembered, that Soundwave had once possessed himself.  Ordinarily, he would have been pleased to hear such a perfect integration of vibrant harmonics and soothing sub-frequencies, but he found himself distracted as Blaster took the opportunity to retract his visor in order to produce said words.  Since when could he do that?

Behind was a face, like any mech’s.  Two blue optics dotted his silvery protoform at the point where one would expect optics to be, and far below, a mouth flapped open and closed around each word he produced.  But there was something subtly wrong about it.  The movements of the synthetic protoform around his mouth were too rubbery, and his optics, simultaneously too bright and too flat.  It was a face created, not by Primus, but by mechs, and it was, in all honestly, a little uncomfortable to look at.

“Ah, the face,” he said, picking up on Soundwave’s disgust.  “Er, yeah.  It’s new.  Ratbat decided he wasn’t hip on the visor no more.  Can’t say I dig it, but whatcha gonna do?”

Soundwave said nothing; there was nothing to say.  So Ratbat had taken an integral aspect of his twin's body and warped it into something twisted and unrecognizable.  What did it matter?  Blaster belonged to Ratbat – they both did.  He didn't have the privilege to allow such things to upset him.  And so he forced the feelings deep inside of him, as he always had. 

Blaster, however, could read him as well as he always had, understood him nearly as well as his own Symbionts did.   And it seemed he wanted to help ease Soundwave's despair, in whatever way he could, for all the good it did him.

“Look, er.  I’m sorry about Frenzy.  I can’t even imagine what you’re goin’ through right now.  But I – it just wasn’t supposed to happen.  Ratbat never wanted you to get hurt, nor any of them.”

That earned a growl from Soundwave, and rather wisely, Blaster decided to drop the subject of Frenzy.

“He wants to talk to you, by the way,” he tried, shifting the tone to a different Minicon.  There was no need to specify that the ‘he’ to whom he referred was Ratbat.  Soundwave didn’t want to hear whatever Ratbat had to say, but it didn't matter what Soundwave wanted.  He would listen like the obedient mech he was.  What choice did he have?

With Soundwave's consent secured, Blaster lowered his visor once more, and it lit up, stark white against the blackness of the room.  A handsome visage appeared on the screen, with the sort of perfect features bought by a wealthy mech with one too many insecurities.  His cheek plates were sharp, jaw strong, optics a vivid green, while his silver face was framed by a glistening indigo helm.  Soundwave resisted the urge to hiss.  This was a face he had hoped to never see again.

“Soundwave,” his high-pitched, slimy voice said, through the feedback of Blaster’s speakers.  “It’s good to have you back.  My, how I’ve missed you.  Throwing you in that dump was the worst mistake of my life.  I thought for sure you’d been slagged, but look at you – leading a workers’ revolution!  A champion gladiator who fought the mighty  _Megatronus_  to a draw!  Clearly, I underestimated your capabilities.”

Soundwave bristled, finding it harder and harder to maintain his calmness as Ratbat carried on.  He had never been treated well under Ratbat’s rule.  Before his spark had even bonded with its protoform shell, it had been divided six ways, creating a new breed of Minicon, his Symbionts, tiny mechs that shared a spark-deep, symbiotic relationship with their host, and the only good thing to come out of the Hell that had been growing up under Ratbat's wing.  However, the drastic fracturing of his spark proved to lower processor efficiency by four percent, and thus, when Blaster’s turn came up, his spark was only divided into five parts – four Symbionts, better outcome.  It was always like that.  Soundwave had been arbitrarily designated as the test subject from birth, and Blaster, the desired result.

To this end, Soundwave was subjected to stress test after stress test, to determine his, and by extension, Blaster’s, limits – denied fuel, denied stimuli, denied contact with the fragmented pieces of himself, all for Ratbat's sick lust for power.  His voice, his most treasured quality, had been broken, his words stolen, in some misguided effort to boost processing capacity.  And then, once the prototype became damaged beyond repair, Ratbat had trashed him – left him to be smelted in a Kaonian scrap yard.  Only an intense desire to protect his Symbionts had saved him – had granted him the energy to escape the furnace.

And now Ratbat wanted him back, only after seeing what his toy could do without his input.

It was all Soundwave could do to keep from screaming.

“But I can’t say I like the new look.  It’s far too bulky – you’re not meant to be a gladiator, Soundwave.  I’ve already reformatted Rumble back to his default alt mode.”  This time, Soundwave  _did_  growl.  Ratbat could do whatever he wanted to  _him_ , but he would not allow Rumble to be hurt – not without a fight.

“Calm down, Soundwave,” Ratbat laughed, as though Soundwave’s impotent rage was some kind of joke.  “This is what he’s always meant to have been.  No self-respecting Minicon would transform into a common  _two-wheeler_!”  The word was said with a sneer of disgust, and Soundwave struggled again.

“Anyway, it’s all for the better.  I’ll be upgrading you too, of course.”  Soundwave froze, visor locking onto the image of Ratbat's face, dread pooling in his tanks.  He didn't want to know.  He didn't want to hear it.  But Ratbat continued anyway.

“We’ll get you back down to size – you should be an audio recorder, not some menial heavyweight truck.  You are far too good for such things.”   “And I’ve got a few more upgrades for you.  We’ll get you a face, like Blaster’s, so I don’t have to talk to a creepy screen all day, reformat your drives – you’re not going to need all those redundant memory files you’ve picked up over the cycles – Kaon, the revolution, dead Symbionts – they’ll only hinder your efficiency.”

Soundwave stiffened, his thoughts fading to a blank white noise.  The rest he could abide, but Ratbat wanted to take Frenzy from him.  Panic crept in, forcing its way into every corner of Soundwave's being.  Frenzy was gone!  He couldn’t be forgotten too!  He struggled fiercely against his restraints, anew, knowing it would do no good, and not caring.  And then, when that inevitably failed, let loose with a despairing screech, which echoed violently across the emptiness – enough so to knock Blaster off his feet, shorting out his visor, and in the process, mercifully depriving Soundwave of Ratbat's much-despised face.

He screamed for as long as he could, until his vocaliser spat static and his audio transmitters shorted out, leaving his processor spinning, his helm feeling too small, too tight.  Surely it would explode beneath the pressure of a million thoughts all trying to force their way out in one unintelligible cluster.  But it didn’t.

Shaking, Blaster crawled back to his feet, bracing his data cables against Soundwave’s table, in lieu of his flimsy arms.  His visor flickered back on to reveal, once again, Ratbat’s bored face.

When he spoke, his words sounded distant, muted.  Evidently Soundwave had blown out his own audials as well.  It was one more slight to his overwhelming misery.  He was damaged, he was tired and in pain, he no longer had the energy to be angry.  Ratbat had won again.

“Are you quite finished throwing your tantrum?”

Soundwave said nothing.

“Good,” said Ratbat.  “You of course understand why a reformatting is necessary.  Your actions here prove it.  You’ve become irrational, Soundwave – rebellious.  But I can take all those bad feelings away.  Doesn’t that sound nice?”

Soundwave said nothing.

“I'm glad.  Expect my team of engineers in to perform a few preliminary examinations within the next week.  I’m so happy you understand.”

Soundwave said nothing.

“Oh, and Soundwave?”  Ratbat’s smile grew wide – malicious.  “Would you like me to tell you about Megatronus?”

He did.  He was dying to know about the world outside, about the consequences his idiotic actions had resulted in.  He wanted to know about Ravage, and Buzzsaw, and Laserbeak.  But what did it matter?  He would forget it all in a few weeks' time anyway.  There was no escaping his fate; it was pointless to hope – and in the end, he deserved this.  His spark had been hand-picked by Ratbat for a life of servitude before he’d even left the Well.  This was his lot now, and Ratbat’s word was absolute.  There was no fighting it, and so, Soundwave said nothing.

“Good boy.”

Ratbat’s visage disappeared into the darkness, leaving Blaster’s visor blank and black once more.  The pair remained in the silence for a long moment, absorbing the weight of Ratbat's words, allowing their emotions to reflect off of one another's sparks, permeate their EM fields, Soundwave, numb, and Blaster, uncertain.

“Y’know,” Blaster began at long last, hesitant to break the silence.  “I know it won’t make much difference, but he  _is_ trying to get you back.” 

He.  Megatron.  Megatron was out there somewhere, fighting uselessly for a mech as extraneous as Soundwave.

Soundwave didn’t want to admit just how much the words hurt.  If they were true, then Soundwave’s actions were  _still_  impeding the revolution, and Megatron with it. And it killed him.  He’d ruined enough already – Rumble and Frenzy, the stupid Predacons, the tight-knit nature of Megatron's inner circle – he didn't want to ruin more.  And so, rather than respond – rather than verbally admit his weakness to Blaster, who no doubt sensed it already, he disabled his audials, focused his sight on the black ceiling high above, and said nothing.

~~~

Soundwave didn’t know how long he lay in the silence this time.  About a week, if Ratbat’s words were to be trusted.  That was when the promised team of mechanical engineers had come in and began with their poking and prodding around - measuring his chest, arms, and face, testing the wiring within his Symbionts’ beds, peeling off the plating of his helm to examine his brain module beneath.  It didn’t hurt, physically, at least.  But their actions were a violation of his autonomy.  Inside, he was reeling, and then, promptly cursed himself for being so upset.  He’d lost his right to be a mech.  He was property, and if Ratbat wanted to make adjustments to his body, then it was no longer his place to protest.

Shockwave made it the hardest.

As lead engineer, he tutted and suggested and disapproved until his colleagues gave up in frustration, letting him have his way wherever it didn't conflict with Ratbat's wishes.  Soundwave had no illusions that Shockwave cared about his personal wellbeing, but he seemed to look upon Soundwave as his pet project, and he did not much care to have control wrested from his solitary hand.  He had a vision in mind for Soundwave, and it certainly had nothing to do with a complete reformatting.

“Instituting facial control software will decrease operational capacity by an unacceptable 12.37%.  I fully admit that synthetic faces are beyond our technological capability at the moment.  It is a technology best left to drones for the time being – look at the ill effect it has had on Blaster.”  He'd say, presumably to Ratbat over his commlink.  Not that it helped him.  Still, Shockwave was stubborn, if nothing else.

 “I agree that a frame overhaul is necessary," he said on another occasion, "but the original frame type is flawed - and far too limited.  The subject has proven capable of feats of great physical merit beyond our initial predictions.  We should be expanding on that data to create a superior frame, not working backwards.”  Evidently, Ratbat had ignored him once again.

And there were other times, words muttered to himself, as he made his measurements - words of shock and disgust that were pointless to pursue.  “What was Ratbat thinking when he did this?  Without consultation!  His incompetence has destroyed a vital feature.”  He was, of course, referring to Soundwave’s voice.  Ratbat had been left with custody over Shockwave’s favorite toy, and had managed to irreparably break it in the process.  Shockwave’s irritation was understandable.

But it didn’t end there.

“I really must object to a full memory-overhaul."  He was back on the comm, protesting once again several days later.  "The subject is in the best position to convey information regarding the revolutionaries.  I fail to see the logic in removing such a beneficial aspect.  I fail to understand your actions, Sir.”  

And the next day, this protestation devolved into, “Megatronus has gone underground, preventing my ability to keep track of him.  And yet, we are still pursuing this foolishness.”

Until finally, “He strikes at our facilities with the weapons we provided to him, all for the sake of luring us out.  I fail to see why we are preventing him from what he wants.  It would be more logical to use the subject as a tool to our ends.  Retaining it here is meaningless.”

Though his warnings and reservations were never heeded, Shockwave was unknowingly undermining the ignorant senator in another major way.  Through his cold rationality, he was providing Soundwave word from the outside, and the more he spoke, the more Soundwave found himself motivated to fight, to escape.  It was so effective, he had to wonder if Shockwave was doing such a thing on purpose.  Surely not!  Shockwave had no reason to betray Ratbat, least of all for  _Soundwave's_  sake.

Besides, Soundwave didn’t want hope, and he didn’t want to want.  He’d already lost.  In a few days’ time, he wouldn’t be himself anymore.  Hoping at this point would only make the inevitable hurt more.

And so, when Shockwave came around, he took to disabling his audials and allowing himself to drift to sleep.

~~~

But Shockwave wasn’t the only bot standing between Soundwave and oblivion.

With the preparations needed for his frame overhaul, there were bots coming and going all the time.  He could only assume that was how Blaster slipped in, unnoticed.

“Relax, it’s just me today,” he said, shutting the door behind him.  “Big Boss Bat is out trying to cover up his involvement with all y’all; it’s actually kinda impressive to see him talk.  The linguistic acrobatics involved in convincing folks that he had nothing to do with the Ratbat-produced weapons that all the ‘Cons seem to have access to . . .” he trailed off, noticing the icy chill that emanated from Soundwave.

“Er, right.  Sorry.  He’s probably the last bot you're wantin’ to hear about right now.  But how ‘bout this?”  His visor slid down, and began displaying a news broadcast - Ratbat Holdings stood on the screen, a ravaged shell of its former glory.

“Ratbat Holdings was hit by the Decepticons this morning," said the voice of the news anchor.  "The attack was ultimately put to rest by the Kaonian Task Force, but at a great cost to life and property.  All-in-all, there were sixty-four casualties, most occurring when the building collapsed upon itself.”  A list of names flashed across the screen, including Tantrum, Rampage, and Razorclaw, whose death he had not been aware of.  Notably, Frenzy was not on the list.  He knew Frenzy was dead, he'd  _felt_  that fragile little life helplessly blip out of existence, and yet, a foolish hope overtook him for a brief second.  He wasn't on the list!  Maybe Soundwave had been wrong?

Blaster put a quick end to it.  “Ratbat’s been covering up your involvement in this.  Had Warpath sneak you and yours quietly out of there before the news crews arrived.  We don't exist, Soundwave.  If the public found out about us, let alone our relationship with Ratbat, it'd be trouble.  You and I both know why Frenzy's not on that list."  Of course he did.  But that didn't keep it from hurting. 

Blaster seemed to pick up on this, quickly cutting to a different video, in a visual attempt at changing the subject.  "Here’s another.  More recent this time.”

“Controversial revolutionary, Megatronus, has journeyed to Protihex today to speak to record-breaking crowds.  Among other things, he is set to be addressing the allegations that Senator Ratbat has been providing weapons to the Decepticons.  The once-miner from Tarn has been gaining in popularity in recent months across the globe.  It’s rumored that he may be seeking a position within the senate himself, a feat that would have been unthinkable even a few months ago.  Still, if anyone can do it . . .”

“He didn’t accuse Ratbat,” Blaster said, cutting the audio feed, but allowing the still images of Megatron locked in gladiatorial combat to linger on the screen.  “If one falls, they both do; he woulda been a fool to squeal.  But he used the fact that the accusations existed at all as a basis for his own claims of senatorial corruption.  It was a damn good speech too.  Imagine if he  _did_  become a senator though.  He might actually be able to get scrap done.”

That was nonsense.   Megatron would never degrade himself in such a way.

“Well, it’s not just senator,  Some’s sayin’ he’s lookin’ to be  _Prime._ And coincidentally, Zeta’s gone missin’.  Don’t suppose you know ‘bout  _that_?”

Soundwave did not.

“Didn’t think so.  Was it Decepticons actin’ on their own?  Or a new faction?  Whaddya think?”

“Point: unclear,” Soundwave finally said, his first words spoken since Frenzy’s death.  They felt heavy in his disused vocaliser.

A smile emanated through Blaster's EM field, tickling against his own.  He did not return the feeling.  “Just getting’ you caught up with current events.  Here, here’s another.”  The garish bold colors of Senator Proteus’s face appeared on screen, as he stood at a podium, addressing a handful of reporters.

“Of course we would be open to hearing what this Megatronus has to say – we only have the best interests of the people in mind, after all.”  My, how his tune had changed from calling Megatron a megalomaniac and inadvertently naming the Decepticons in the process.  “But it seems that Megatronus has gone dark – disappeared from all efforts at communication.  We do not know why.  I have heard the rumors, of course, and I can assure you – I, at least, am not involved . . .”

Soundwave directed his confusion at Blaster, who offered a helpless shrug.

“Best I can tell, he’s fine.  He’s still focused on getting’ you back.  We think he put public appearance on pause for that – it could be something else though.  A lot’s been happening.

“The revolution’s not dead though,” he hastened to say, sensing Soundwave’s worry.  “The Decepticons have lightened up a bit since you were brought in.  On Megatronus's order, they've only been goin' after Ratbat's properties, and even then, it's been a minute since they last blew anything up.  Though the senate’s been cracking down harder on ‘em since then too.   Been pretty bloody in Kaon these days.  Still, Megatronus’s got his buddy, Pax, doin’ double-duty in his absence.  That kid sure can speak.”

Soundwave brushed aside the flash of envy at the notion of Orion Pax working so closely with Megatron.  He had only himself to blame for the current state of affairs.

“Sorry, shouldn’t ‘a brought him up.  But that’s ‘sides the point.  I’m showin’ you all this, ‘cause I don’t want you to give up.  I don’t like the Decepticons, or their violent methods, but I won’t deny you’re makin’ real change out there, and  _that_  I can get behind.

“Besides, I know you don’t much care for me, and I don’t blame ya for it, but we’re brothers, Soundwave.  I’m gonna fight for you best I can – and I want you to fight for yourself too.  This doesn’t have to be the end for you.  Even in a place like this, you can find hope, if you give it a chance.”

Blaster’s words were convincing as ever.  Soundwave wondered if they would still sound so appealing if his voice hadn’t been programmed to compel.  But what did it matter?  The tales from beyond Ratbat’s fortress made him yearn to be back in action, but there was no point in hoping.  With no prospects, ‘hope’ may as well have been one of Megatron’s speeches in the mouth of Orion Pax – without the might and charisma to back him up, it could accomplish nothing.  Sentiment did not equal results.

Why did Blaster have to make this so hard for him?  He wanted to enjoy the misery of his final days of existing as himself without the crushing knowledge that Megatron was out there, searching for him.

“Oh yeah,” said Blaster, turning to leave.  “Before I go, I wanna let you know – Ravage got in contact with me.  Your Symbionts ain’t doin’ so hot.  Ravage and Buzzsaw’s getting’ by best they can, but Laserbeak is withering.  Poor little guy can’t get his head ‘round what’s happening.  Apparently if he ain’t tryin’ to nest in Megatron, however  _that_  works, he’s just sittin’ in front of the door all day, waitin’ for you to come back. Thought you should know.”

Blaster had held his punches until the end.  Soundwave could pretend that he didn’t mind losing Megatron and the revolution, but his Symbionts, his  _family_  was hurting in his absence, and everything in Soundwave’s coding demanded he go to them.  Blaster clearly wanted him to escape – Soundwave could only hope (what a laugh!) that the mech had a plan.  “Assistance: offered?”  

“I can’t do much in my position, but we got something in the works.  Just . . . just hold on ‘til then, yeah?”

“Affirmative.”

~~~

If Blaster couldn’t do much, Soundwave could do even less.  He was strapped to a table in a dead room, the most practical of his skills all rendered useless.  He hated the idea of leaving his fate in the hands of others, but when the alternative was losing Laserbeak, Buzzsaw, and Ravage, he had no choice but to be complacent – to allow himself to be rescued.

When the engineers returned, however, Soundwave saw his chance.  The preparations were complete.  There were no more measurements to take, no more tests to run.  This was the moment of truth.  At long last, they were here to ‘upgrade’ him, to erase him.

‘ _Hold on ‘til then, yeah?’_

Soundwave had been docile up to this moment, and as a result the scientists had grown careless.  What was the point in taking tedious safety precautions for a mech that would not fight back?  None had been prepared for him to scream.

The operation wound up postponed, as seven engineers were sent to the infirmary with blown out audials and disrupted fuel lines.  Soundwave could rest easy for a few more days.

The next time they came, they'd disabled their audials.  Soundwave's screams could still hurt them, if given enough exposure, but they would not be disruptive enough to do any real damage before he found himself disabled.  And so, he needed a new plan.  His primary remaining weapon was denied him, so Soundwave did what was left to do, and struggled, thrashing as best he could, stabbing at any who got too close to his head with the sharp spires of his crest.  He even managed to puncture the chassis of one bot.  Once more, the operation was postponed.

The third time, they came with an inhibitor claw; Soundwave's luck had run out.  They could attach it to his chassis, and it would immediately latch on, acting as a tranquilizer, and sapping him of the ability to damage his surgeons.  But much to his surprise, events didn't play out as he'd foreseen.  Someone on the outside must have tampered with the claw, for all the difference it made.  Soundwave remained alert, even with the device securely in place.  Surprise was his weapon of choice once again.  He waited patiently, until his shackles were removed, until the head engineer was preparing to peel away the outer layer of his helm.  Then he struck.  It took ten of Ratbat’s best-trained guards to bring him down once he'd torn off across the room, goring his surgeons with his claws and spires.  Then it was back to bondage for him.

After the most recent fiasco, Soundwave found himself left alone again for a long time, to wallow in the darkness, free from the impending threat of losing himself, at least for a little while.  Presumably Ratbat’s team of engineers had had enough.  Whatever Ratbat was paying them was not worth dealing with the grievous bodily harm that a fully trained gladiator was capable of inflicting, even deprived of most of his weapons.   They were too scared to get close.  And so he was back to waiting – for days, maybe weeks, until the heavy doors of his prison slid open one more time.

Shockwave was alone, but there was something different about his presence today, something that sent a pang of familiar longing through Soundwave's spark.  Whatever it was, it made it harder for Soundwave to concentrate.  It was through a fog of muddled thoughts that he heard those heavy, plodding steps echo throughout the chamber, and the accompanying whirr of turning wheels – Shockwave was pushing a cart of equipment with him.  

Slow as it was, Soundwave's mind was already trying to decide how he would fight back this time.  Shockwave was smarter than the average mech, and apparently braver as well, if his presence here was any indication, but he was no fighter.  Soundwave would overpower him, just as he had the others.  It was a simple plan, and vague, but it was the best he could manage right now, with this unwelcome anxiety that erupted from within his spark.  What was going on?

Shockwave's steady steps were disrupted as he stumbled, an action that sent his cart toppling over, spilling its contents across the floor.  The resulting clatter was loud enough to make Soundwave flinch, and release a cry of pain.

“I apologize,” said Shockwave, voice flat and cold as ever.  “I needed to deploy my signal dampener, and this seemed the best way.”

Signal dampener?   _Shockwave_  was to be his savior?

“I’ve taken out the audio/visual feed, and arranged a diversion to keep security's optics away from you for the duration of our operation.  I’ve calculated fifteen minutes before anyone notices you’re gone.  It’s more than enough for what I need.”

He moved to Soundwave’s side, stopping in the visual blind spot just over his head.  “I will need to access your processor.  This plan will not work unless it appears you’ve broken out yourself.  Reactivating your data cables should do the trick.”

Soundwave's thoughts froze, primal fear taking over once again.  No!  This was a trick to make him complacent!  Shockwave was trying to fool him into believing that escape was a possibility, all in an effort to get at his processor!  He’d been an idiot to let himself hope.  He couldn't let this happen!  Anger ruling his actions now, Soundwave began thrashing his head about, coming just shy of mangling Shockwave’s good hand in the process.

Shockwave let out an impatient sigh in response.  “This is not a trick.  I assure you, I would not have gone through the trouble of fetching Rumble if I had wanted to go through with Ratbat’s ill-advised plan.”

Hearing Rumble’s name was enough to pause his panic.  Shockwave spoke the truth.  Rumble’s presence had been responsible for the pang within his spark, for his anxiety and his longing.  Rumble was here, in this very room!  But that didn’t mean –

Soundwave had made a fatal error.  The recognition of Rumble’s presence had proven a distraction – one Shockwave was fully prepared to take advantage of.  Soundwave’s moment of respite had provided Shockwave all the time he needed to get his claws around Soundwave’s helm, tips extruding thin cables, which buried themselves deep within Soundwave’s processor.  If Shockwave indeed meant him no harm, Soundwave would soon find out.

Soundwave wasn’t immediately rendered immobile or unconscious.  It was as Shockwave had said: his comms flickered back online, his recording software reactivated, and his data cables came to life in his chest; he set to using them right away.  Within seconds, he’d peeled off his bindings, and was back on his unsteady feet.

Before he could properly wrap his head around the situation, he found something shoved into his hands, small and rectangular, a cassette.  In an instant, he’d pulled Rumble to his chest in a mimicry of embrace, but Rumble did not respond.

“He’s asleep," Shockwave explained.  "I did not want an extra variable to work around.  Your twins had a tendency to be stubborn, and this particular individual is currently a blank slate, wiped free of all memories.  It would be best to allow him to wake once you have arrived safely at your destination.  Now, follow me.  We’re wasting time.”

As much as Soundwave would have preferred an awake, alert Rumble, he couldn’t deny that Shockwave’s reasoning was – well, logical.  And that was what bothered him about the situation as a whole, even as he followed Shockwave from his prison and through the empty white halls (where were they even going?).

Shockwave was a logical mech – there was sense and reason behind his every action.  So why had he betrayed Ratbat?  Try as he might, Soundwave couldn’t wrap his head around it.  Ratbat had power, Ratbat had wealth, Ratbat was a dangerous enemy.  What had caused this irrational behavior?  What had led him to betray Ratbat’s trust, and help Soundwave escape his fate?

A question for another time.

Shockwave had led him to an old storage hangar, or so it had been when Soundwave occupied this tower.  He didn’t know what it was used for now, or why he was being brought here, rather than to one of the main doors, and entering the room did little to enlighten him.

The spacious facility was largely unoccupied.  A small terminal stood near the entrance, and the rest of the room was filled with a tunnel of empty arches, spaced several yards apart each.  He’d never seen anything of this nature before, but it was worth noting that the nearest arch resembled images he’d seen of the ancient space bridges.

“It’s called a ground bridge,” Shockwave explained.  “A scaled-down version of space bridge technology.  It is still a prototype, but should be able to send you to any coordinates you input, provided they are on this planet.  I trust you will have no problem in getting it to do what you desire.  Now, if you have no questions, I would like you to injure me.  It needs to appear as though you overpowered me as I tried to stop your escape. Can you do –“

Soundwave’s data cables shot out before Shockwave had the chance to finish his sentence, flinging the mech into the nearest wall with a heavy clang.  Unused to combat, Shockwave lay on the floor where he’d fallen, gears groaning against even the most minute of movements, vocaliser letting out a weak moan.  But Soundwave wasn’t done warming up – one more trick ought to fix that.

Shockwave did not fight back as heavy claws grasped onto his finials, channeling electricity through his body.  He jerked in Soundwave’s grasp a few times, his static-filled cries splitting the air, before he finally passed out.

Soundwave was grateful to him, of course, for his role in this escape, but he couldn’t deny that it felt good to hurt the real Shockwave for once.

And now, free to do as he pleased, it pleased him to stick to the plan.  He approached the terminal, and used his data cables to connect with it, easily convincing it that he was the administrator, and that it should obey his will.  In an instant, a stream of data appeared on his HUD, identical to that which appeared on the screen of the terminal.

There was enough information within to overwhelm any bot, but Soundwave was not any bot.  He interpreted the data, the endless deluge of glyphs and numbers, as energy readings, status reports, as instructions for visual outputs and system errors, and most abundantly, an ever-updating list of physical, accessible coordinates, as well as their corresponding physical planar translations.  Shockwave was right – operating a ground bridge, technology unseen for millennia, was second-nature to Soundwave.  He liked this.

But he had no time to enjoy it.  He wanted out of this hellhole; there was no time left to waste. 

And so, he selected his desired coordinates, which would plant him behind a factory in Kaon’s eighth district – far enough away from his destination to not be immediately recaptured, but close enough to drive in an hour’s time.  After that, he set the ground bridge to deactivate after twenty seconds of use.  Now there was only one thing left to do.

The green light expelled by the bridge was warm and comforting, beckoning him in like an old friend.  Soundwave was all too happy to follow.  He disconnected from the terminal, and took a moment to make sure that Rumble was secure in Ravage's bed, before transforming to alt mode, and driving into the portal’s gentle embrace.

 

**Notes for the Chapter:**

> Two in one day! Time to go pass out x.x


	9. Damages

**Summary for the Chapter:**

> Soundwave returns to a revolution that no longer has a place for him.

Three months.  Soundwave had been gone for three months, and in that time, everyone had continued on without him.

Megatron had begun campaigning across the world in Soundwave's absence.  The cities he chose all bore some passing connection to Senator Ratbat, true – it was clear that Megatron had chosen them with an ulterior motive in mind, but what did it matter?  With Orion Pax's tier two citizenship, Megatron had gained the ability to travel freely between city states without fear of deportation – he was spreading his message to more Cybertronians than ever before.  One would be hard-pressed to find a bot that didn't know the name of Megatron – no – Megatronus.  It seemed that particular moniker wasn't going away any time soon, and Soundwave had lost the will to care.

Closer to home, Decepticon membership had been soaring to new heights since the assault on Ratbat Holdings, or more specifically, the senate's response to it.

They'd cracked down on the Decepticons harder than ever before, policing poverty-stricken neighborhoods, instituting curfews, and on occasion, attacking civilian populations, sometimes with little cause.  Compound that with the discovery that the Predacons had used Ratbat-produced weapons in the assault, and with similar results being found amongst other attacks, faith in the senate was at an all-time low.  The people were scared, and angry – prime material for Decepticon recruits.

Still, aside from attacks on Ratbat-related facilities, in part to force the senator to release Soundwave, and in part to create the illusion of enmity between their sides, the Decepticons had done surprisingly little in the previous months, no doubt due to the influence of Orion Pax on their leader.  Megatron had called for his soldiers to bide their time, and most were all too happy to obey.

And in other news, as Blaster had shown, the Prime was missing, and the senate was beginning to acknowledge Megatron as a real threat.  They played nice on the surface, of course.  Even  _they_ could not outwardly attack the mech whom many were clamoring to be the next Prime, even if nearly as many suspected he may be behind his would-be predecessor's disappearance.

In short, Cybertron was fast-racing for its breaking point.  One side would have to give soon, and when that happened, it would not be pretty.

Soundwave spent his first days back catching up on all the news he'd missed, trying to pick up where he'd left off, and slip back in to his old position.  But once the archives had been depleted, and Soundwave knew all he desired, he found himself hitting a wall.

The Decepticons had done just fine without him in his absence, kept going under the force of their own momentum.  And all else that he could have done – research, reconnaissance, or even administration, had been taken up by other mechs, usually Orion Pax.  Three months had transformed him from the most important mech in the revolution, to an obsolete afterthought, wasting space in Megatron's empty house day after day.  It was a punch to his pride, and added to the despair that already consumed him.

His Symbionts weren't much help.  He remembered the day he came home, the moment he reunited with his primary reason for living.

Laserbeak had flown at him full-speed, nearly barreling him over in his haste for contact.  Ravage and Buzzsaw showed more restraint, lingering nervously just out of arm's reach.

"You're back!  You're safe!" said Buzzsaw, hopping up and down.  "He didn't hurt you, did he?"

Soundwave shook his head.  Buzzsaw took it upon himself to jump right back in with more questions – the worst questions.

"It's not true, is it?  What we all felt that day?  What Shockwave tried to tell us – hah!  Like we'd believe him!  It was just a glitch, right?  Frenzy's not really . . .. ?"

The next blow came from Laserbeak who had perched on Soundwave's right shoulder, within Frenzy's bed, and had deployed his own data cables, scratching away frantically, as if digging could uncover his missing brother.  It hurt, but Soundwave ignored the pain, instead hanging his head in confirmation.

Buzzsaw mimicked the action, lowering his wings to the floor as well.  "Oh."

"And Rumble?" Ravage added, circling around Soundwave to sniff at his own bed.  A shift of gears, and Soundwave ejected Rumble's still-in-stasis cassette, which Ravage caught easily between his teeth.  Laserbeak paused in his digging to stare at the newcomer, a stranger in a familiar shell.  He chirped in confusion.

"Is that . . . Rumble?"  Buzzsaw asked, moving in to look, and Soundwave shifted, to better see what was going on at his back.  "What have you done to him?"

Soundwave did not answer.

"Ratbat.  Ratbat did this, didn't he?  I'll kill him, I swear!"  The small bird hopped up and down, fluttering his wings in a rage.  It was not a particularly intimidating sight.

"You're gonna wake him up, right?" Ravage said, eyeing Soundwave suspiciously.  Soundwave hung his head again.  He wanted to, of course he did!  But Rumble had been reformatted; he was a blank slate, fresh off the assembly line.  He didn't know if he could face it, not now – not after losing Frenzy.  It had been hard enough to see Laserbeak transformed into someone else before his optics.  Was it unfair?  Of course!  But he couldn't bring himself to care.

"Boss!" Ravage snapped, swiping at a thigh.  "You're  _gonna_  wake him up,  _right_?"  A wicked gleam flashed in his optics, a threat.  There was no saying 'no.'  And yet . . .

Ravage growled and lunged, his claws resting on Soundwave's chest, the tips digging in to exposed protoform, and his face, mere inches away.  "I warned you about this.  I begged you not to go!  But you ignored me – you were too focused on showing up that idiot, Orion Pax, and taking advice from a pair of simple-minded buffoons, who you'd always had the sense to reproach in the past.  Frenzy's dead because of your pride.  I will  _not_  lose Rumble too!  Now wake.  Him.  Up."

Soundwave shook the raging Cybercat off, but heeded his wishes, scooping Rumble's prone form from the floor and bringing it close.

 _Wake up_ , his spark urged, and slowly, panels began to shift and part, and the tiny cassette in his hands grew, transforming into a full-sized Minicon, rolling to the floor in the process.

The little mech took a moment to sit in place, limbs akimbo, as he waited for the world to stop spinning.  Then he honed in on Soundwave, looking up at the mech who shared his spark.

"Hey," he said, flashing a toothy grin.  "My name's Rumble.  Who are you?"

It was too much.  Soundwave's body grew tense, his fists balling against the floor, while the mech that wore Rumble's face waited from an answer.  He was dizzy, his mind threatened to short-circuit right there.  He had to get away!

And so he did.

It was pathetic.  It was cruel.  But he didn't care.  He clambered to his feet, and turned tail, like the coward he was, leaving Rumble to the remaining Minicons.

Their relationship had been strained ever since.  Rumble , at least, didn't seem to hold that rude encounter against him.  As a fresh Symbiont, he was dependent on Soundwave, and thus continued to hang around as close as he could, whether Soundwave wanted him to or not, watching and learning and asking, and breaking Soundwave's spark.

It was Ravage and Buzzsaw who he'd hurt more with his actions, and inactions.  Even as their sparks called them together, the pair resisted, disgusted with Soundwave's outward rejection of the new Rumble.  They no longer slept with him, spoke to him only when necessary, and otherwise remained out on missions, spying on allies and enemies alike, and shunning Soundwave's existence.  He didn't blame them.  As his Symbionts, they were supposed to be able to trust him, to look to him for guidance and unconditional love, and he had failed them.

The only bot who truly stayed by his side, through sheer stubborn folly, was Laserbeak.  He stayed in his carriage most of the time, pulsing feelings of encouragement and affection at Soundwave, and though he did not want to receive either at the moment, he couldn't deny that he enjoyed having the little bird so near to him, as he worked, as he rested, as he stared at the wall and allowed despair to consume him.

Worse than facing his Symbionts, however, was facing Megatron.  His other reason for being had put all his faith in Soundwave, had trusted him to be strong and smart, and as with the others, Soundwave had betrayed him.  He couldn't face Megatron like this; shame stayed his hand.  And though Megatron had fought to get him back, though he allowed Soundwave to remain in his house, the powerful bond that connected the two for so long had been shattered.  It would take an act of God to repair it.

"Soundwave."  That cherished voice drew his attention from the news report he hadn't been listening to.  When Megatron said his name, Soundwave always responded – it gave him purpose, joy, to hear that one word spoken in such gruff command.  For a moment, he nearly forgot about the spectacular way he'd ruined everything.  For a moment.

He flinched, catching himself before he could turn around fully.  He didn't want Megatron to look at him – to see this pathetic weakling who had allowed himself to be captured.

Megatron waited expectantly for a moment, two.  Once it became clear that Soundwave would not respond, he let out a frustrated growl.  Clearly, Soundwave was making his own situation worse.  He didn't care.

"I'll be leaving for Polyhex with Pax in a few hours' time.  Try not to get captured again while I'm out."

The words stung, but what did it matter?  He'd given up, he'd failed, he deserved them.

~~~

The coming days continued Soundwave's hell, as he was left nearly alone in Megatron's unwelcoming home.  The night cycle was the worst.  No longer were his dreams a nostalgic ode to Frenzy.  With his return to the real world, his transformation back into a real mech, so too did his dreams transform, growing twisted and dark.

Every night, he relived that moment of horror, stared down the endless barrel of the hellish red tank's gun, right before it tore into him, right before it tore through Frenzy.  But it didn't stop there.

The tank fired again, and again and again, and he could only watch, helpless and weak, as it took Ravage from him, Buzzsaw, Rumble.  He grew small, useless, pitiful, until the faceless tank morphed into Megatron, who pointed into the distance at Soundwave's back, casting him out, leaving him alone.

He'd wake up feeling heavy, exhausted, with a burning pain in his right arm, where Frenzy once slept.  His stirring never failed to wake Laserbeak who, taking a page from Soundwave's book, dislodged himself, projecting a field of calm, extruding his cables to massage Soundwave's aching head.  With his miniscule size, the effect was not so potent, but Soundwave took what he could get.  He extended his own cables, and wrapped them around the small bird, pulling him close, in embrace, and tried his hardest to achieve rest.

~~~

Nearly a week had passed before he dared face Megatron's inner circle again.  He hadn't been invited to their meeting, of course, but Megatron was still out, and  _somebody_  had to represent his interests.  Onslaught and Motormaster certainly weren't going to.

Getting out the door was an effort.  His body felt weighed down, as if his frame had been upgraded to Megatron's size class without his knowing, and his right side refused to move in time.  It was only with determination and the encouragement of Laserbeak, that he was able to reach the coliseum. 

He arrived just as the meeting was beginning.  Onslaught, ever the opportunist, had taken it upon himself to sit in Megatron's throne.

"Soundwave!" he exclaimed, rising to his feet like a guilty protoform.  "Fancy seeing you here!"

Soundwave strode across the room, steps slow, but surprisingly even, and took his normal place at the throne's right shoulder.  Onslaught turned to watch him with suspicion.

"I figured you'd be off moping around somewhere."

The truth behind the barb made it sting all the more, but Soundwave maintained his cool demeanor.

When Soundwave didn't react, Onslaught lost his will to fight, at least on the surface.  His spark, however, pulsed with an uneven rhythm, one that signified deception.  It was one more reason to be wary around the mech.  "Hmm, I guess not.  Well, if your delicate spark can handle it, I suppose we'll let you sit in on this meeting."  Wait for it . . .  

 "But I don't fancy the thought of a coward at my back.  Why don't you take Razorclaw's old seat, since  _he_  won't be needing it anymore."  And there was the blow.  It was an insult.  Soundwave was Megatron's second in command, not one of the masses.  He belonged beside Megatron's throne, not in the wider circle, and in the place of a dead mech, no less.  There was no clearer message that he wasn't welcome here anymore than Onslaught's command.  But Soundwave didn't fight it.  Keeping his steps strong and even, he crossed the circle once again, squeezing in between Octane and Motormaster.

"Huh," said Onslaught.  "That's a bit better, isn't it?"

"I don't know," Motormaster sneered.  "I think I'd feel more comfortable if he was on his knees.  Make sure he knows his place."

This was getting absurd.  What had he done to warrant such treatment?  Surely even  _they_ weren't so petty to resent him for a position he no longer even occupied?

"Oh, leave him alone," Octane groaned.  "Megatron's gonna come back, and then  _you'll_  go the way of Divebomb and Tantrum."  Soundwave turned his face towards Octane, tilting his head.  What did  _that_  mean?

"Well, maybe we should do something about  _that_  too," Onslaught sneered.  "I'm starting to think this revolution would be better off without Megatron."

"Nonsense!" Lugnut snapped.  Enraged, he slammed his massive claws into the object nearest him, in this case, the shoulder of poor Barricade.

"Holy slagging Pit!  What was that for?!" the small speedster roared.  "I'm on _your_ side here!"  At least there were  _some_  who still had loyalty.

"I'm inclined to agree," said Hook.  "This is Megatron's revolution.  Nobody can match his ability to move a crowd.  We  _need_  him."

"Yes?" said Onslaught.  "Well somebody better tell  _him_  that.  Oh wait.  Where is he?  Out gallivanting around with his librarian boyfriend, that's where!"

"Spreading the word," Lugnut insisted, pounding his own fist this time.  "Gathering our brothers in arms."

"More weak librarians.  They won't fight; they're useless.  We could have used more mechs like the Predacons, but I suppose the mighty  _Megatron_  didn't much fancy that idea.  Since when has killing your own allies ever been the sign of a sane leader?"  The point might have been stronger had it not been made by a mech known for murdering his own allies on a whim.  Still, nobody argued it.

"And for what?  What could they  _possibly_  have done to warrant such a fate?  Are we really following a mech who plays 'shoot the messenger?'  Who puts the entire revolution on hold because his stupid lap dog got himself captured?  Tell me Lugnut, you love Megatron so much.  Do you think he'd do the same for any of _us_?"

"O-of course he would," Lugnut assured, but there was little conviction in his voice.  Onslaught had hit the nail on the head, and it shamed Soundwave to admit it.

"When you contribute as much to the cause as Soundwave does, maybe he'll do the same for you," said Octane, folding his arms.  But Onslaught was not swayed.

"And what is it exactly that Soundwave contributes?  We went three months without his oh-so-important presence, and it made no difference.  So whatever it is he's contributing, it sure as slag doesn't benefit us."  He paused, looking Soundwave up and down with a wicked grin that made Soundwave bristle.  "Actually, you know what  _I_  think?  I think that Soundwave's contributions are entirely in Megatron's quarters.  Am I right?  Helping the boss relieve a little  _stress_?  A mech in  _his_  position must get  _awfully_  lonely, andwouldn't  _that_  explain –"  He didn't have the chance to finish.

In an instant, Soundwave's cables had shot out, latching onto Onslaught's form, dragging him across the room and slamming him into the floor before him with a sickening crack.  One step, and a heavy foot was digging into Onslaught's chest, forcing empty static from his vocaliser.  Onslaught could insult and demean him all he wanted; Soundwave deserved it.  But he was done allowing his relationship with Megatron to be mocked and sullied and misunderstood.

At his side, Motormaster charged into action, ready to tear Soundwave apart.  Instead, he found Soundwave's free data cable jammed into a gap in his plating.  The jolt of electricity was enough to bring the former gladiator to his knees.

"Soundwave, stop it!  Get off of him!"  And that was Octane, pretending he had any power over the situation.  It didn't matter.  Soundwave had made his point.  He removed his foot and stepped past the winded Onslaught, taking his rightful place beside Megatron's throne once again.

Onslaught said nothing, though his yellow optics bore a hole through Soundwave's spark, promising retribution.  And at that moment, Soundwave realized that he had the attention of the entire room.  He may as well use that to his advantage.

"In regards to Soundwave: preferential treatment: acknowledged, conclusion: distasteful.  Soundwave's actions: also distasteful.  Mistakes: acknowledged.  However . . ." he paused, hoping he could find the words to say what was on his mind.  "However, allegations of treachery regarding Megatron: untrue.  Megatron's principles remain unchanged.  Original goal is retained; pursuit of different processes: attempted.  Megatron: still leads Decepticons.  Decepticon objective: follow Megatron's orders.  Opposition: understood and rejected.  All hail Megatron."

For a moment, the room stood in silence, neither in awe nor scorn.  It wasn't very heartening.

"Anyone got a translation for those of us that  _don't_  speak Soundwave?" Barricade muttered at last.

"We're following Megatron so long as our goals are the same," Octane surmised with a shrug.  Of all the mechs present, he  _was_  the most versed in Soundwave's speech patterns.  "We all want our freedom, we all wanna see the downfall of the senate.  Why bother parting?"

Hook spoke up next, adding.  "It has been this way since the beginning.  We do the dirty work, Megatron presents himself as reasonable by comparison.  Crowds flock to his ideology, and side with us against the senate.  His strategy has served us well so far.  If he feels we should hold our assaults in favor of diplomacy for the time being, then I'm all for it.  There's more to getting what we want than just blowing up senators."

"Works for me," said Barricade.

"It is a grand strategy.  Megatron is a genus," Lugnut added.  All optics turned to Onslaught and Motormaster, the opposition.

"It's clear I'm in the minority here," said Onslaught, crawling back to his feet with a cough.  "And we apparently don't take kindly to opposing views.  Very well then.  What choice do I have but to follow?  But let it be said right now, if Megatron does not get his little 'house' in order soon, there  _will_  be fallout.  I promise you this."

"Fair enough," Hook answered, impartial as ever.  "Motormaster?"

The mech remained on his knees where he'd fallen, in a delightful display of irony.  His heavy plating rattled, energy flowing through his frame in a frantic dance.  But when he at last spoke, his words stood calmly at odds with the intensity of his expression.  "All hail Megatron.  I like it."

~~~

Megatron returned a few days later, and immediately went right back to ignoring Soundwave.  It was better that way.  Soundwave didn't know how Megatron would react to news of treachery in his inner circle at the moment.  In all likelihood, he would punish Onslaught for his trespasses, and as Onslaught was the primary voice of opposition, Soundwave suspected that silencing him was the last thing the Decepticons needed right now.

But while Megatron was distant, Orion Pax was obnoxiously the opposite, lingering around like a shadow, and fawning over Soundwave, as though the guilt over what had happened rested solely on his shoulders. 

"Megatronus told me about your friend.  I am sorry for your loss."

Had he now?  What twisted version of the truth could Megatron have possibly relayed to Orion Pax, without alerting him to the Decepticons that existed beneath his olfactory sensors?  Soundwave cocked his helm, a silent question , and waited for response.

"Shockwave told us about your relationship with Senator Ratbat.  I am so sorry.  I cannot imagine what that would be like.  I cannot forgive the senator for such cruelty, regardless of whether or not he supports the Decepticons."

Soundwave growled and turned his back on Orion Pax.  Leave it to Shockwave to share information that wasn't his to share.  The stupid librarian  _pitied_  him.  If Soundwave hadn't felt pathetic before, he certainly did now.

And despite the clear hint to go away, Orion persisted.  "He never stopped looking for you, you know.  He lost it when he found out you'd been taken in a riot.  It was actually a little frightening to witness.  I'd never imagined him capable of such rage."  Wouldn't  _he_ be in for a surprise?  Soundwave didn't bother facing Orion Pax, but he could hear the hesitant stutter in his spark.  Good.

And  _still,_  despite the waver in his faith, Orion Pax persisted.  "I just want you to know, he misses you, and despite what it may look like, he  _does_  care."  Soundwave's frame tensed.  Who was Orion Pax to tell him things about Megatron?  As close as they pretended to be, the naïve little librarian didn't know Megatron at  _all_.  He didn't even know his real name!

"And I do too."  It wasn't an unexpected thing for the softspark to say, but it caught Soundwave off-guard nonetheless.  He stiffened, his frame feeling heavier, more cumbersome than ever before, as though he was an alien in his own body.  His arm stung, and for half-a-second, Soundwave thought he would sob, allow the stupid, useless mech before him to shoulder some of his burden, since he was kind enough to offer.  But he caught himself.

He was a gladiator.  He was Megatron's finest.  And no matter how low he sunk, no matter how far he fell, he would  _never_  allow Orion Pax to see his weakness.  His pride would not allow it.

"I know it probably doesn't mean much coming from me, but if you ever need anything, I am here."

He didn't want to hear this.  He began walking away.  Optimus wouldn't follow him back home.  He'd be safe there.  He could stop posturing there, allow himself to give in to his misery.  It was the perfect solution.

"Oh.  There's one more thing before you go."

 Soundwave paused, trying his hardest not to slump over. 

"Megatronus and I have been talking about this for awhile, but we want to take the fight to the senate, on their terms."

This time, Soundwave  _did_  turn to face Orion Pax, tilting his head in question.  Why was he telling him this?

As if anticipating Soundwave's question, Orion answered, "I think we've been unfair to you.  You've managed this revolution since the beginning, I understand.  I know Megatronus does not wish to burden you right now, but I think you have the right to know what's going on."  Orion Pax was making it increasingly difficult to hate him, but first impressions were strong, and after all that had happened, Soundwave was determined to hang on.

"I've put word in with my mentor, Alpha Trion.  He is trying to arrange this meeting between us.  You've fought for so long, but the end might finally be in sight.  Please know that."  He paused for an awkward moment, before giving a nod.

"I'll see myself out."

Soundwave was left alone to consider this news.  He knew of Alpha Trion, had heard Ratbat complain about him time and again.  He was ancient, nobody knew  _quite_ how old, but at least old enough to be caste exempt, and old enough to warrant the senate's cooperation, even though he was an outsider.  So  _he_ was the connection Orion Pax had alluded to at their first meeting.

If what Orion Pax said was true, then they may actually be able to take the battle to the senate.  But if he and Megatron truly thought doing so would win the revolution, they were sure to be in for a sad surprise.  No one relinquished their power so easily.  If anything, this would be the beginning of an even longer, more challenging process, and Soundwave found himself wondering just where Megatron was leading them.

~~~

The days pressed on, but nothing got better.  Soundwave was still exhausted all the time, still in pain, still trapped within his isolated spark, even when others were present.  Today, he was working with Rumble, at Ravage's insistence.

Rumble had no memories of the Revolution, of his life in Kaon, or even Frenzy.  He didn't know how to fight, nor did he know of social convention.  And while some information could be relayed through data packets and back-up files, Soundwave feared that too much would overwhelm Rumble's tiny frame, and glitch him.  It was better to teach what could be taught face-to-face.

Today, it was combat.  Rumble always  _had_  loved fighting, and he seemed to be getting the hang of 'dodge and punch,' though he always held back before he could land a blow, as though afraid he would hurt his Carrier, as though he'd be rejected again.  It bothered Soundwave, but it wasn't the only issue he had, not by a long shot.

 _Everything_  about this battle felt wrong to Soundwave.  Rumble, so accustomed to fighting alongside Frenzy, had always veered left, punched right, gone in fearless and brazen, knowing that his brother had his back.  This Rumble went down the middle, punched straight, and was cautious, hesitant.  It aggravated Soundwave, stood as a firm reminder of what he had lost.

A pang struck his spark, sudden and intense, and he stumbled, falling to his knees.

"Soundwave!" Rumble cried out, rushing forward.  This was all wrong!  Rumble never used his name!  Another pang had Soundwave doubling over, finding his chest too heavy to hold upright, and his arm throbbing violently enough that it would surely fall off!

Red hot pain shot through his fuel lines, consuming him, as it had when Laserbeak had been crushed, when Frenzy had been shot, but his Symbionts were all here and accounted for, circled around him, watching him with wide, wary optics.

Ravage stepped forward, laying a comforting paw on Soundwave's lap.  "It's all right, Boss.  We're here.  Everyone's here.  We're all fine."

But they weren't!  Everyone wasn't here, and safe and sound.  Frenzy was gone!  And though he knew this in his head, his body and spark rejected the notion.  Frenzy should be here, near, resting in his bed, at Soundwave's right arm, but he wasn't, and no amount of reasoning could convince his systems otherwise.

Or perhaps there  _was_  something he could do.

His left data cable shot out, snaking across his body to latch onto his right shoulder, empty and small and far too heavy.  If he got rid of this, maybe his pain would finally go away, maybe he could accept that Frenzy truly was gone, and he could return to his life.

His cable jerked back, pulling with all its might, and the feeling was agonizing.  He had lost limbs in the arena in the past, but never before had they resisted so fiercely.  But slowly, slowly, he could feel protoform tear and delicate wiring give way.

A small weight landed on his back – Ravage.  "Boss, stop this!  What are you doing?!"

Buzzsaw grabbed at Soundwave's cable, trying to pull it away, and Rumble leapt in to help.  They were a nuisance.  They didn't understand – for once, they didn't understand!  And how could they?  It was  _he_  that they derived life from.  Frenzy's death had hit them like a distant echo, but for Soundwave, it felt as though someone had carved out a corner of his spark, leaving his suffering husk behind.  One violent jerk of his whole body threw his Symbionts off.  He was close, he was so close.

A different kind of pain shot through him – shards of ice flying down his cable, stabbing at each delicate circuit, until Soundwave's mind was a black fog, and he reared back with a static-laced roar.

Strong hands held him in place, however, one still wrapped around his crushed data cable, the other at his back, hoisting him up, and slamming him into the wall again and again, until it caved.

He was dropped to the ground, mind cleared enough to let him stare up at the furious face of Megatron, with Laserbeak fluttering in a panic behind him.

"What  _is_  this Soundwave?" He snarled.  "What do you think you're doing here?  Never would I have imagined that I would witness such a pathetic display from  _you_  of all mechs."

"Hey!"  Rumble threw himself at Megatron's foot, trying his hardest to knock that titanic mech away, for all the good it did him.  "You think I'm gonna sit by and let you hurt my – my  _Soundwave_  in front of me?!  No way!"  His argument may have been more convincing had his words not been so strained.  He truly was throwing his whole body into his protest.  But though Megatron shot the little mech a disdainful glance, the other Minicons seemed inspired, and moved themselves between Megatron and Soundwave, growling, baring fangs, flapping wings.  In turn, Megatron stepped away, clearly not willing to fight the little guys.

"Soundwave," he said, firm and flat and commanding.   _We need to talk._

And Soundwave agreed.  He was still dizzy from the blows, his body was still heavy and aching, but he hoisted himself to his feet, urging his Symbionts to stand down.

"You can't be serious!" Rumble cried out.

_It's okay._

"It's  _not_  okay," Ravage snapped.  "You're weakened – he could hurt you!  He could  _kill_  you!  We've already lost Frenzy!  You think we could deal with losing  _you_  too?"

"How is beating someone senseless a good solution to anything?" Buzzsaw squawked, flapping his wings in irritation.  They had good points, they always did.  He was nearly inclined to agree with them.  But Ravage and Buzzsaw were not warriors.  They could feel Soundwave's emotions, but they could never truly understand.  Rumble might have, it was in his spark, if not his mind and body.  For Soundwave, violence had a language of its own, and Megatron's meaning was clear.

_I will not let you hurt yourself._

Megatron had his attention, now was the time for words, and these words needed to be had alone.  Soundwave offered another pulse of reassurance to his Symbionts, and a command to stay put, before stepping past them, towards Megatron.

Megatron said nothing, but led Soundwave away, back to his quarters, and shut the door behind them.  For a moment they stood in silence, Soundwave waiting patiently, and Megatron, for once, struggling to find the right words.  He stood with his back to Soundwave, and when he did at last speak, it was to the wall.

"I told you before that I did not care about your past.  Evidently, I should have cared more."  He paused, as though inviting Soundwave to reply, but Soundwave had nothing to say.  He couldn't see where Megatron was steering this conversation.

"I never should have allied myself with Ratbat," he continued.  " _Wouldn't_  have, if I'd known what he meant to you, or you to him."

Soundwave shook his head.  "Allegiance: only logical option in circumstances of its making."

Megatron's fist shot out, slamming into the wall; it buckled with a loud shriek.  Soundwave did not flinch, and when Megatron spoke again, his voice was controlled and even.

"Yes, that is the  _logical_  way to look at it.  But I wonder, Soundwave, where that logic was when you agreed to storm Ratbat Holdings with the idiot  _Predacons_ of all mechs – who staged said attack entirely using comm units gifted by Ratbat.  It seems someone was listening in, someone knew you would be there, someone knew  _you_  would be there.  Tell me, Soundwave, what were you thinking?"

Again, Soundwave struggled for an answer, only to be cut off by Megatron once again, whirling around to loom over Soundwave.  Soundwave dropped his gaze.

"We've been friends for a long time Soundwave.  I thought I understood you.  You were a fierce warrior, with a strategist's mind, stoic and wise and powerful, but with a nurturing side as well.  I admired you, Soundwave – more, I  _worshipped_ you.  You told me once that mechs were superior to gods, but  _you_  were my god, Soundwave.  You had all the answers, you were invincible, infallible, even when at your worst, it was on your own terms – no one could bring you down.

"And now, after all this time, I see I had you completely wrong."

The words carved into Soundwave's spark like an icy dagger, burying the praise and affection that had preceded them.  Soundwave slumped, giving into his shame.

"Look at me, Soundwave!"

He could not refuse the command, least of all when Megatron said his name like  _that_.  His head shot up, visual sensors focusing on the passionate blue fire that burned in Megatron's optics.

"I feel like I finally know you.  I have seen your weakness.   _Jealousy_ , Soundwave, really?  You went after Ratbat, because you were jealous of Orion Pax?  You're pathetic."  A silver fist lashed out, connecting with the side of Soundwave's face, and throwing to the ground.  He couldn't find the motivation to rise again.

" _This_  is the real you?!  Vindictive, and strutless, so afraid of his own failure, that he prefers to crawl on the floor than stand up to a challenge?  You disgust me!  I can't stand to look at you."

Megatron moved in for another blow, and Soundwave braced himself for impact. 

It never came.

His cables had deployed themselves, wrapped around Megatron's fist, restraining it.  The ghost of a smile twisted at Megatron's lips, and he ripped his arm back.

"So there  _is_  some fight left in you after all."  He turned away, bracing himself against the damaged wall.

"I didn't believe them at first, you know.   _Soundwave?_   Abducted?  It was impossible.  But sure enough, you didn't come home.  The Minicons were upset – they knew you were in pain, but didn't know why.  It took Shockwave's visit to enlighten us.

"Frenzy was dead, and you?  You were a prisoner, set to be erased.  I was furious – never before had I felt so betrayed, and  _never_  before had I felt so terrified.

"I wanted you back – I wanted to punish you, to make you feel the pain you'd put me through.  But once you returned to me, I realized that you'd been punished enough – you've learned your lesson, I have no doubt, and all without me.  And that made me angrier.

"I tore across the planet looking for you, setting fire to people's sparks and Ratbat's facilities, and in the end, I was useless.  I couldn't save you.  I had to make a deal with Shockwave, and allow  _him_  to steal the glory, and though it got you back to me, you weren't saved.  He sent me a husk, a pitiful shell of what you once were, and I can't even find it in my spark to blame you.  If only I'd bothered to get to know you better, if I'd been more aware, if I'd  _tried_ harder . . . You've made me into a self-pitying fool, and I begrudge you for it."  He turned once more, slowly this time, restrained, though his face remained severe and his body tense.

"But this isn't about me.  It is about you.  It is about how you've allowed tragedy to make you weak.  I wonder Soundwave, is  _that_ the real you too?"  He reached out a gentle hand, with the pretense of helping Soundwave back to his feet, but Soundwave wanted none of it.  Megatron's pity hurt more than Megatron's wrath – if even the great truth-bringer saw him as weak and pathetic, then where was the lie?  Soundwave hurt – he wasn't going to  _stop_  hurting anytime soon.  For whatever reason, his manufactured body had rejected his fractured spark, and though losing Frenzy killed him metaphorically, his body may well kill him for real as well.

But who cared?

Even on the brink of spark burnout, he could not bear the thought of Megatron, his  _own_  god, looking down upon him with disdain.

His frame was heavy, and his fuel lines were on fire, but still he managed, forcing his feet beneath him, forcing his legs to bear his weight, forcing his back to straighten as best it could, until he stood tall, and stared Megatron in the optic.

Megatron's smile widened.  He was still angry, still filled with scorn and spite, but in standing under his own power, Soundwave had won back the smallest bit of respect from Megatron – no more nor less than he deserved.

"You're just full of surprises," he said, folding the offered arm over his chest instead.

"Orion Pax has found me an opportunity to speak before the senate.  Despite my protestations, he insisted I bring you with, and as much as you disappoint me, I cannot refuse him.  You have two weeks to clean yourself up, and get your act together.  Now, get out of my sight." Soundwave gave a solemn nod and strode from the room, to his Minicons waiting beyond.

"Boss, are you okay?!"  Buzzsaw shrieked.  Presumably, Megatron's blow had done more damage than he felt.  And indeed, when he brought a hand to the side of his helm, it came away covered in vivid blue.  He was going to have to visit Hook later.

"You want me to go in there and beat him up for you?  'Cause I will!"  Rumble said, sounding so much like his old self.

"Laserbeak, you tattletale!  Why'd you have to drag  _Megs_  into this?"  Buzzsaw pecked violently at Laserbeak, who withdrew with a sad chirp.

"Stop that," Ravage hissed.  "He was just trying to help."  His Minicons were scuffling amongst themselves, and for the first time in weeks, Soundwave felt compelled to step in, to be the Carrier that they needed him to be.  After all, how was he supposed to get Megatron's house in order, if he couldn't even manage his own?

He gave the command.

_Return to me._

And for a moment, his Symbionts paused in their bickering, each turning to face him with wide-eyed surprise  Laserbeak was the first to respond, zipping to his place in Soundwave's chest, and Buzzsaw followed soon after, following a moment of hesitation.

Ravage took longer, glancing back and forth between Rumble and Soundwave, before finally caving in, and hopping back into place on Soundwave's back.  That left one more.

Rumble stood alone, lost and helpless.  Their frames were no longer compatible.  Soundwave had no place to securely place Rumble, let alone his cassette mode, and they both knew this.  Since his reformatting, Rumble had yet to link up with his carrier, had yet to have a restful sleep, or a fulfilling meal.  Soundwave had been selfish, and that had to end.

He reached out a data cable to Rumble, and the little mech, hesitant and shy, reached out with his own, entwining his wiring with his Carrier's, allowing data transference to begin.  Rumble, drowsy beneath the sudden weight of the much-needed information, began to sway, but Soundwave was there to catch him, to carry him in his arms, and hold him close to his spark.  It wasn't ideal, but it was the best he could do for now.

He needed to regain Megatron's trust, and his respect.  In two weeks' time, the revolution would face its most important, most challenging, and most dangerous obstacle yet – one that could change its face forever.  Soundwave had to be ready for it.

And though he knew that the time was too short, that the nightmares and exhaustion and loss would stay with him for a long time yet, he also knew that they would stay far longer if he did nothing to change his situation.

He would approach his recovery one day at a time, begin with the easiest repairs to mend. 

He would start by fixing his relationship with his Symbionts.  Primus knew he was about to need all the help he could get.

 


	10. Iacon

**Summary for the Chapter:**

> Soundwave, Megatron, and Orion Pax arrive in Iacon. Tomorrow they will meet with the senate, in an event that is certain to change the face of the revolution one way or the other. 
> 
> Soundwave is having second thoughts.

Soundwave may have been forged in Iacon, but never before had he been able to see its majesty in such a way – from the point of view of its regular inhabitants.  Nothing in Kaon, nothing from any newscast or image, compared to standing in the midst of the endless sea of shimmering skyscrapers, illuminated by the ceaseless glow of neon lights, as clean and healthy bots, with elegant frames and slick paint applications, zipped by in the busy streets.  Soundwave had never been so disgusted in his life.

These bots had no idea of the horrors bots faced just in order to get by in Kaon – Pit, they probably didn’t even know what their  _own_  Underground was like.

All throughout the city were guard stations – subtle things, each obscured at the base of a magnificent golden arch.  Any bot who passed through – from one district to another, would be scanned.  The identification attached to their commlink would be matched in a database, and if the bot in question was of the proper caste, they would be granted passage, no questions asked.  If they were not, however, a stunning jolt of electricity would be shot through them, and the guards on duty would come to take them away.  It was nearly impossible for a low class mech to get to the wealthier areas of Iacon, a trait that Kaon, to its credit, did not share.

It made their already tiresome journey that much harder.  Even with Orion at their side, Megatron was forced to present a small army of documents at each station, explaining who he was, where he was from, where he was going, who he was going with, and who had invited him.  Soundwave had prepared the same, though no one ever seemed to ask him.  He wasn't surprised.

“It is disheartening to see so many restrictions on movement,” Megatron commented, after passing through the gate to district three, where they would be staying at the Grand Trionian, the only hotel that would take a tier three guest.  “It is no wonder that it is so hard to see the strife below you.  Iacon has gone out of its way to make the impoverished invisible.  They’ve created a visual echo chamber of sorts, wherein bots see only the strife of their own caste, and from up here, that strife must not seem much.”

“I agree,” said Orion, with a solemn nod.  “This is why your broadcasts were so effective in city states like Iacon, I believe.  Most of us are not malicious so much as we are ignorant.  I have been very vocal in speaking out against the gates when I speak in Iacon, in Altihex, and Protihex, and Uraya.  Still, we can do very little until we gain actual political power.  If you could become Prime . . .”

“Orion,” Megatron laughed.  “They will never make someone like me Prime.  It is a miracle they’re even deigning to speak with me face-to-face.”

Orion Pax was persistent, however.  “It shouldn’t matter.  Zeta has been Prime for all of my life, and while he accomplished much in his early days, he has lost his passion and his power.  The senate has reduced him to a figurehead, and he has allowed it.  You, however, you have so much fire, so much spark.  If you became Prime, the senate would not be able to render you irrelevant, rather, you would be turning the tables on  _them_."

“All the more reason for them to keep power out of my hands.”

“But think of the good you could do –“

Megatron shook his head.  “It is not my choice.  I can only hope that, in speaking before them, they will be forced to see me as a sentient lifeform, to  _hear_ my words, and to listen to them.  It is my intent to change minds and sparks, but if the senate won’t listen, then it is my hope that, at the very least, the mecha in the gallery, and those watching the spectacle at home just might.”

It was difficult for Soundwave to believe that Megatron believed in his own words, and yet the evidence was right there in the steady pulsing of his spark.  It was a travesty.  Yes, they would reach a wider audience than ever before with this broadcast, an audience spanning all castes and all states, and many might even be moved to action by his words, but Soundwave couldn’t see the opportunity being worth the risk.  There was an eighty-six percent chance that this visit would end in Megatron’s death or capture.  He was putting himself in arm’s reach of the senate, and though he was strong, it had long been clear that Megatron was not invincible.  And he recharged, as any mech.  All it would take was  _one_  assassin . . .

“Hey my mech!”

Soundwave cringed.  He’d recognize that voice anywhere – it was Orion Pax’s shady friend.

“Jazz, and Ratchet!” Orion exclaimed, as surprised to see the pair as Soundwave was.  “I wasn’t expecting to see you here!  How did you find us?”  A valid question, and one that Soundwave didn’t need the answer to. When Jazz was around, every mystery had the same explanation.

“Wanted to surprise y’all – asked around, and here we are.”

“It seems we’re distressingly easy to find,” said Megatron.  He was clearly less amused to see Jazz and his antics than Orion was.

Ratchet was the one to answer this time.  “I should think so.  Your visit has been all over the news this week.  I’m surprised you haven’t been swamped by reporters yet.”

“I’m sure we’ll find them,” Megatron said with a smile.  Soundwave hated it.  Megatron wasn’t  _supposed_  to smile like that . . .

He was  _not_  going to be jealous of a stupid medic!  Megatron was smiling to manipulate Ratchet, not because he cared.  Soundwave  _knew_  better.  He took a moment to reboot his processor.  He did not need to be hindered by stupid  _feelings_  right now, or ever again.

Worse yet, Orion Pax seemed to pick up on his irritation, his ever-sad optics focused on Soundwave like some unrequited lover (that was an idea that promptly needed to take a hike.  Soundwave rebooted his processor a second time), though much to his surprise, Orion chose to put his compassion to a productive end, and changed the subject.  “Ah yes.  So Jazz, you said you wanted to surprise us?”

“Yup!”  From his subspace, he pulled out two small, identical slabs of glyphs and decorative circuitry – tickets.  “Ratch and I were thinkin’ of treating y’all to dinner – Iacon’s got some of the world’s choicest energon mixers that ever was put through a refinery.  Be a damn shame if you didn’t get a chance to try any before you left.”

“How thoughtful,” Megatron commented, but his tone belied his suspicion.  Even  _he_  could tell that Jazz had an ulterior motive.

“Also, for later tonight, I thought you might wanna head to the Underground – take a gander at who y’all’re fightin’ for.  I booked ya two tickets to tonight’s match.”

Megatron’s pulse quickened immediately, his optics narrowing in understanding, but Orion was slower on the uptake.  “I’m sorry.  Match?”

“Yeah.”  Jazz passed the tickets to Orion and Megatron.  “Gladiator match – Repugnus versus Grimlock.  Should be quite the event.”

“Ah, I see,” said Orion.   His spark was pulsing fast, apprehensive.  He clearly was discomforted by the notion.  However . . . “That is where you got your start Megatronus, isn’t that right?  In the gladiator pits?”

 “It is,” Megatron replied, equally apprehensive.  

What was Jazz getting at here?  He was not the type to make meaningless gestures.  He had two tickets – intended to send Orion Pax and Megatron to the match on their own, and to what end?  To expose Orion to the brutal reality of the pit fighter’s life?  To expose Megatron’s true nature to a mech who was dead-set on seeing only his best traits?  To inspire Orion to fight harder?  To discredit Megatron as a mindless thug?  Soundwave was inclined to believe in the most negative outcome.  Megatron couldn’t go to this match.

“It might be nice to see such a thing.  I won’t pretend that it doesn’t bother me, but knowing where you came from might provide me with further context for your qualm."

“Indeed it might.”

Soundwave reached out a hand, resting it lightly on Megatron’s back, the way he used to do when he had something to say, but this time, he was brushed off.  He was being insulted, and well-earned though it may have been, Soundwave was not about to let Megatron walk into a trap.  He tried again, this time earning a hostile glance from Megatron.

“What is it, Soundwave?” he said, under his breath.  Jazz surely noticed, or at least Soundwave wasn’t about to ignore the possibility.  He did  _not_  trust a mech with no identity (as ironic as that was coming from  _him_ ).

Soundwave shook his head, urging Megatron not to go, and hoping his meaning got through.  It was the best he could manage, at the moment.  He didn’t much feel up for words these days.  He’d never been much of a talker before.  Megatron had inspired him to open up, true, but perhaps that had contributed to his downfall.  Why try to be something he wasn’t?  Why try to be a speaker like Megatron, when he could barely string two words together in a comprehensible sentence?

Fortunately, he wasn’t the only one fighting this fight.

“Jazz, you can’t be serious!” Ratchet hissed.

“Chill Ratch, it’s cool.”

“It is  _not_  cool!  What were you thinking?!”

“I –“ 

Ratchet did not give him the chance to finish.  “Orion, can I talk to you in private for a moment?”

Orion cast a forlorn glance back at Megatron, who offered a solemn nod in return.  Orion Pax was seeking permission from Megatron?  What was all  _this_? 

“Ah, yes.  I suppose so, Ratchet.”  The two stepped into a side alley for privacy, which was quite the laugh.  Nothing was private in Soundwave’s presence.

“You can’t do this, Orion,” said Ratchet, voice fast and frantic.  "It’s bad enough to take any part in the carnage, but to do so alone with  _Megatronus_?  I can’t stand by and let you subject yourself to such a thing.”

“I trust Megatronus,” was Orion’s firm reply.

“And that’s  _why_  I can’t let you go.  You  _know_  he’s a gladiator!  He’s –“

“ _Was_ a gladiator," Orion corrected, allowing irritation to trickle into his voice.  "And he is a bot, the same as you or I.  I will not let you speak ill of my friend.”

“But he’s  _not_  like you and I!” Ratchet snapped, accompanied by a mechanical whirring, which Soundwave assumed to be his arms flailing in the air, exasperated.  “He’s a gladiator!  He’s a  _murderer_!  How do I make you understand this?”

“Ratchet, I trust him.”

“Then you are a fool!  He has a way with words, Orion.  And I have no doubt he is honest about wanting change, or about his anger with his situation.  But forgive me, Orion, you do not know what he is capable of.  I’ve seen mechs from the pits come to my Dead End clinic – or what’s left of them.  And the ones that don’t die hop right back into the ring; they get a taste for it.  The pits  _change_  you.  And Megatronus was a champion fighter.  Pit, Soundwave was too.  Just think about how many lives they’ve taken.  There’s no coming back from that. 

“Megatronus may have only the most noble of intentions, but he was raised by hellfire, had to fight to stay alive, and then, kept right on fighting, for the fun of it.  He may claim to be a changed mech, but the day will come when something will set him off, and he will turn on you.  Maybe he will intend it, maybe he won’t, but the end result is the same.  A champion gladiator versus a second tier archivist?  He will  _destroy_  you, Orion. And I can’t let that happen.”

There was a long silence, at least vocally.  Soundwave still heard a grinding of metal, as Orion Pax clenched his fists, a shifting of joints as he straightened himself up to his full height, a violently fast pulse and an angry buzz in his EM field.  Ratchet's vitals, in contrast, indicated worry, yes, but also calm and control.  He was right, and he knew it. 

After several seconds without words, Orion finally found his voice. “I value your concern, my friend, but I will continue to trust Megatronus until the day he gives me reason not to.  I will accompany him to the match tonight and the meeting before the senate tomorrow.”  His words rang with finality, and with a heavy grind of gears, Orion turned on his heel and marched back to their gathering.

“Megatronus,” he said, voice clear with conviction, “I would love to accompany you to the match tonight.”

It was Megatron’s turn to hesitate.  Ratchet’s words may have been insulting (as though  _Soundwave_  was one for senseless slaughter!), but they were absolutely true.  Megatron was a great speaker, Megatron was a visionary, Megatron was fighting for the rights of the downtrodden the world over.  But Megatron was also raised to be a killing machine, he was strong, brutal, and his temper was unpredictable.  Even  _Soundwave_  had been a target of his wrath in the past.  It was a miracle that Orion Pax still couldn’t figure it out.

Perhaps it had been intentional.  Orion Pax was Megatron’s escape.  He was a beacon of purity that obscured the evil and despair that had threatened to drown Megatron since birth.  Megatron was going out of his way to bask in Orion’s light while simultaneously keeping him at a distance.  He couldn’t know the truth.  If he did, he would no longer be what Megatron needed him to be.

And yet . . .

It was folly to prolong the inevitable.  Orion Pax was a smart mech.  Willfully blind, perhaps, but smart.  He would find out the truth about Megatron sooner or later – he would find that Megatron was a monster, and he would find that Megatron led the Decepticons.  It was best to find out from Megatron himself, before someone else told him . . . Before the senate told him.

. . .

Soundwave staved off a quick burst of terror.  The senate doubtlessly knew of Megatron’s past as a gladiator, but they had no proof he led the Decepticons.  If they had, then Ratbat never would have risked allying himself with them, never would have risked staking his reputation on a mech likely to fall once the truth came out. 

Of course,  _Ratbat_  knew, but he was much too self-serving to let that slip.  And he was resourceful enough to ensure that his secret remained a secret.

Yes, they may tell Orion Pax that Megatron was a monster – they may show footage of his lowest triumphs in the ring, but that was all they could do.

Well, if that was the case . . .

Soundwave reached out once more, resting his fingertips lightly against Megatron’s arm.  He kept his visor pointed at Ratchet, even as Megatron turned to acknowledge him, then offered the smallest nod and a quick comm.

 _“Identity as Gladiator: share with Orion Pax.  Decline to acknowledge; Orion Pax will be informed by Senate.  Anything else . . . is your decision.  Take care.”_   He kept the words vague, fearing that Jazz may have some means of listening in.  But Megatron would understand.  He always did.

“ _Thank you, Soundwave.”_ It was a shot of concentrated joy right to Soundwave’s spark.  Their relationship had mended enough that Megatron was willing to pay heed to his assessments once again!  He still maintained a distinct sneer whenever he gazed upon the disappointment that was Soundwave, but it was a start, and one that Soundwave was glad for.

“If that is your desire, then it would be my honor to take you.  But I do beg you keep in mind, what you see tonight will not be pleasant, and it will not reflect well on me.  But it would be folly to hide that side of me from you – it is part of who I am, after all, and what inspired me to take a stand, to escape from my own personal Hell, and bring the rest of the guttermechs with me.

An uneasy silence followed, broken only by an awkward laugh from Jazz.  “Wow, things gettin’ deep here.  Why don’t we take a break from the heavy philosophizing and grab a bite?  There’s a little cantina by Sherma Bridge that’s calling my name.”

“I am in favor this,” Orion agreed.

“Orion,” Ratchet still maintained his disapproval.

“I have nothing more to say on the matter,” was Orion's swift rebuttal. He lay a heavy hand on his friend’s shoulder.  “Let us move on to lighter subjects now.”

Ratchet said nothing, though his vents let loose an annoyed puff of air.  His calm resolve from before had vanished.  He was running hot now.  It was quite the spectacle.  Soundwave nearly wanted to laugh. 

“Now, let us go.  You may accompany us if you would like, Ratchet, but you can say nothing that will change my mind.”

The group set off, leaving Ratchet to gripe for a moment before following, gritting his teeth and clenching his fists the whole while.

As amusing as it had been to see Orion Pax ostracize his friend, however, it was significantly less amusing when it happened to  _him_.  The hotel was still in sight when he found his progression stopped, Megatron’s hand pressed to his chest, holding him back.  Soundwave cocked his head, staring up at Megatron in confusion.  What was all this about?

“Soundwave, I’d like for you to stay in the hotel.”

Had he heard that correctly?  Of course he had!  He  _always_  heard correctly.  But he didn’t understand.  Megatron was intentionally choosing to wander hostile territory surrounded by enemies without the protection Soundwave’s audials offered him?  A million motives buzzed through Soundwave’s processor, erasing the rest of the world with their malicious feedback, and still, none of them made sense. 

All he could think to do was shake his head, try to take another step. 

“Soundwave,” Megatron warned.

“Is everything all right?” Orion asked, turning back to watch with worried optics.  Was he afraid that this would get out of hand – that he'd get his first taste of Megatron's alleged temper?

Evidently Megatron was thinking the same thing, for he retracted his hand, and took a step back, forcing his tense spark to slow its pulse, his frame to cool, his anger to diminish.  “Soundwave is not feeling well.  I think he should stay and rest.”

That was even further baffling.  He felt just fine – or as fine as he could when his Symbionts were thousands of miles away, his frame still too-heavy, and his right side fighting him at every turn.  He needed the frame upgrade that Shockwave had been so insistently trying to force on him, but he hadn’t been keen on allowing himself to be strapped down again, rendered defenseless and at the mercy of a cold hand, and even if he  _had_ , Hook lacked the resources Soundwave would require for a spark transfer of such a delicate nature, and Shockwave had been absent since the escape.  For now, he was stuck with a dying frame.

But what did it matter?  He was fine.  He kept pace fine and had made no indication that he was in pain.  Only a mech who knew him as well as Megatron would have noticed, and Megatron was not the type to cater to compassion.  There was something else going on.  Did he want to ditch Soundwave – the dead weight in his life, or did he want Soundwave to stay behind for another reason, a perhaps, mission critical reason?

He allowed himself to slump, letting go of his resolve, and perhaps playing it up a little bit – allowing one foot to misstep, staggering just slightly.  He shook his head, in a theatrical effort to protest, and for the barest second, he thought he saw the hint of a smile on Megatron’s face.

For just a second.

“Would you like me to take a look at him?” Ratchet said, skeptical.  Immediately Megatron realized his mistake, his expression souring.  Playing sick to cut the party worked significantly less well when one of the partygoers was a state  _medic._   But there was no way out of this now that wouldn’t seem suspicious.

“If it suits your fancy, it might not be a bad idea,” Megatron said, smiling, though his spark pulsed faster and angrier with every word.  “But you’ll have to ask him.”

Soundwave stumbled backwards, for real this time.  He didn’t want Ratchet to examine him.  He didn’t want  _anyone_  to examine him.  He was not some passive object – not some  _thing_  to be tested and scrutinized!  But if he argued, he would make a scene; he might one again disappoint Megatron.  The choice was an illusion.

“Whoa, are you okay?” Ratchet asked, genuinely concerned this time.  “Here, let me help you inside.”

Soundwave stiffened as he felt Ratchet’s hands on his frame, one at his side, the other on his shoulder.  The medic was just offering support, it was what he was forged to do, but it was unwelcome, and unwanted.  Soundwave shook off those horrible, horrible hands, and stumbled back towards the hotel on his own, trying his hardest to regain his composure.  Somewhere behind him, he heard Orion voice his concern, and Megatron grumble an upset response, but he was too focused on the sound of Ratchet’s heavy treads to listen.  Why wouldn’t this stupid medic leave him be?

He managed to get himself upright by the time he reached the front counter, and that was where the next slight occurred.

“Designation?” the receptionist stuttered, wide-eyed and nervous.  Of course, she was.  Soundwave was a difficult mech to look at.  He’d gotten good at not letting such things bother him, but the question was harder to ignore. This lowly mech had no right to his voice.

“The name should be under Megatronus,” Ratchet said, stepping up to the counter.

“Megatronus?!” the receptionist withdrew further, with a squeak, but then her optics grew harder, scrutinizing.  “I thought he’d be bigger.”

Soundwave was not in the mood to deal with this conversation.  Perhaps it was fortunate that Ratchet was here after all.

“What?!   _This_  isn’t Megatronus!” Ratchet corrected, incredulous.  “This is Soundwave, the other mech in the room.”

“Oh, oh of course.”  The receptionist averted her gaze, fiddling with her tablet, embarrassed.  She then reached out, extending the device to Soundwave.  “Please press you – er –  _claw_  to this screen, we’ll scan your comm and get you checked in.”

Soundwave did as he was told.  There was a moment’s hesitation on the part of the receptionist as she looked over his comm, but ultimately, Soundwave was handed the keys and sent on his way, Ratchet in pursuit.

The room was nothing special.  It was nicer than any house in Kaon’s Underground – bigger, cleaner, and in better repair, but he knew, from his time with Ratbat, from the face that Ratchet made, that it was a hovel by upper/middle-class Iaconian sensibilities.

Ratchet ushered him over to the recharge slab, and Soundwave tried not to hiss as the pesky medic ran a diagnostic beam over his frame.

“Can I be frank with you?” he asked, without looking up from the light of the beam, the apertures within his optics dilated, absorbing the data he received.

Soundwave’s lack of an answer seemed to be his cue to continue.

“I don’t like Megatronus.  I’ve never liked Megatronus.  The image he projects – that he's some kind of messiah that will save bot-kind stands at odds with his background.  I can't trust him.  And I will never like him.  But Orion does – you should see the way his face lights up when he speaks of him.”  Been there, done that.  Though it was perhaps more concerning that while Ratchet spoke of smiles, his frown deepened.  Something in the diagnostic was troubling him.  There was a moment’s pause, his concentration momentarily drawn to his work, before he found his voice once more.

“I’ve been tolerant until now, but this whole thing with the senate is getting out of hand, and Orion stands to get hurt by Megatronus’s actions.  If that happens –" The medic’s spark began to pulse faster and faster, his field flickering with a painful fire.  “I know I don’t cut an intimidating image, but I do know how to hurt a bot.  If anything happens to Orion, I might have to forget that I’ve taken an oath.  Megatronus will suffer for it.”

Ratchet didn’t scare him.  In fact, his sentiment was quite reflected.  It seemed that everyone believed the union of Orion Pax and Megatron to be a terrible idea – everyone, that was,  _except_ for Orion Pax and Megatron.

“Now that I've gotten that out of the way, we can focus on you.”  He cut off the beam, and his optics returned to normal with a soft whirr.  

“I can’t say I’ve seen many bots whose internals are as abused as yours – none that came to my operating table in one piece anyway.  What in the world have you done to yourself?  Your spark has fractures within it, energy is not flowing freely throughout its chamber, which means it has to work twice as hard for a fraction of the efficiency, and yet you’ve got most of your systems running at one hundred percent, which drains your body of energy, and does it fast.  You're suffering from a major energon deficiency right now, and it looks like you have been for a long time, several years, at least, based on the slight implosion of some of the fuel lines in your extremities, though that is not uncommon for Underground mechs.  But that's not the worst of it. Your right arm appears to be internally corroding, from what, I do not know.  I've never seen this kind of infection in all my years as a medic.  It's not rust, but the effect is the same, and worse, it is spreading inwards.  Also, there appears to be some burnt out circuitry in your brain module, blocking signals to your vocaliser . . . which I suppose you’re already perfectly aware of, come to think of it,” he finished, lamely.

“Anyway, my recommendation is a full frame overhaul, and soon.  If that corrosion spreads to your spark chamber, the damage will be irreparable.  In the meantime, all I can recommend is plenty of energon – med grade and premium would be best.  I'll subspace you a week's supply; use it well.  And of course, it goes without saying, that you need to rest.  Desperately.  Not that I expect you to listen to me.”  With his say said, Ratchet took a moment to gather himself, pulling a data chip from his subspace, and punching in a code, before offering the thing to Soundwave – the promised subspace key.  Once finished with his work, he turned tail and left the room.

His results were unsurprising, but disturbing nonetheless.  It seemed that finding a new body was more important than Soundwave had thought.  He’d have to seek Shockwave out first thing after the senate meeting, if they managed to survive it at all.  And he would drink the energon; there was no reason not to.  But he could not follow Ratchet’s other order.  He had not the time for rest – not when they were on the verge of a cataclysmic event, a day that could easily change to world for all time.  Soundwave was not going to allow Megatron to walk in unprepared – he was certain that research was the reason Megatron had sent him back to the hotel, and damned if he wasn't going to provide.  He was going to find every scrap of information that could aid in Megatron's case, every bit of uncovered dirt he could muster on every single senator.  And perhaps Orion Pax’s friends, while he was at it. There was only so much help he could provide, but information was a weapon, and going in with a blade of wit was better than nothing at all. 

He jacked his data cables into the desk terminal – not so sophisticated as the one he had back home, but it would do.  A moment was all it took to familiarize him with the interface.  From there, it was off into the network, digging through the unending stream of data for hidden gems.  He would not stop until he was satisfied.

Even if his body begged him to.

~~~

Six hours later, Soundwave had compiled a list of every senator, how they’d voted in the past, any conspiracies they’d been involved in, and any other potential vices or weaknesses they held.  It had been a bit disheartening to read of so many deprived deeds in such a short span, but there were a few diamonds in the rough.  Senator Sherma had spent money on improving the infrastructure of Stanix’s poorest neighborhoods, created plenty of low end jobs, and appeared to be doing everything in his power to grant the lower castes he presided over a better life.  Senator Xaaron had tried three times to push a bill that would allow third tier mechs to work at middle and upper class establishments if they had the skills.  Senator Scorponok had been an active advocate for compromising with the rebellion.  It would do Megatron well to appeal to those three.

Soundwave compiled the information to a data packet and transferred it to Megatron’s comm to peruse before the meeting.  Perhaps he would actually have the chance to rest tonight after all.

Or perhaps someone would scale the wall of the hotel, feet scratching softly against the outer walling, swift and nearly silent actions filled with ill-intent.  Soundwave was glad for Megatron’s absence.  Any assassin would set upon the hotel, only to find Soundwave instead.  Still, he wasn’t about to grant an enemy free-access.  He stepped out of the room's main window’s line of sight, data cables ready to lay assault to his would-be assailant.

Jazz was more surprised to see Soundwave than the opposite.  He yelped as the cable dug into his chest, hurling him at the wall and holding tight, as the other loomed nearby, claws spinning like a deadly drill.

“Whoa!  I yield!   _Wow_  Soundwave, you’re somethin’ all right!”  It would have been best to eliminate the threat Jazz posed, but Orion Pax would be displeased if any harm came to his friend.  And if Orion was displeased, then Megatron was displeased.  Soundwave ceased with the drilling, retracting the free cable, but he continued to hold Jazz in place.  He was not going to  _give_  him the chance to attack, at the very least.

“So, you’re probably wonderin’ why I’m here.”

Soundwave shook his head.  There were only so many reasons a shady mech would sneak into the hotel room of one widely viewed as a threat by the leaders of the land.  Soundwave didn’t want to hear his excuses.

“Okay, whatever you think the reason is, you’re probably wrong.  Let’s try this again – Hello Soundwave, how you doin’?  You probably think it’s weird, me sneakin’ up to your room in the middle of the night, but I got a warning for ya, and I wanted to keep it on the down low, for reasons that should be obvious in a sec.

“Anyway, whatever you do, you gotta keep ol’ Megs from goin’ to that Senate meeting tomorrow.  I imagine you suspect it already, but I can tell you now, it’s a trap.”

It was one thing to have his suspicions confirmed.  It was quite another to have them confirmed by Jazz.  Soundwave's research had turned up one or two interesting tidbits about the mech that called into question every word he uttered.  In fact, it quite suited Soundwave to show what he’d learned.

The screen of his visor flickered on, depicting a small report he’d dug up on one ‘Special Agent Jazz,’ employed by Senator Decimus of Iacon, recruited from the Underground and granted caste-exempt status in exchange for doing the senator’s dirty work.  His visor flickered off again.

“Impressive,” Jazz said without missing a beat.  “Maybe  _you’re_  the one the senate should be watchin’ out for.”  His grin remained calm, his spark calm.  He was quite well-trained.  Soundwave had no doubt that  _somewhere_ , somewhere far away from the here and now, Jazz was in quite the panic.

“Still, consider these two things: one, I may serve the senate, but Orion Pax is my friend.  He is a saint among mechs – he ain’t like the rest of us.  He’s pure.  And I intend to keep him that way.  He will not hurt.  He will not suffer.  He will not be betrayed.  If tomorrow goes as planned, he will be utterly  _demolished._   I’d rather be the spanner in the works, than see that happen.

“Thing number two: things go wrong tomorrow, and you can about bet they will, with a bot like Megs involved, we might well throw the whole of the planet into war.  And while that’s a risk the senate’s willing to take, I’m not so keen on the idea myself.”

Soundwave cocked his head.   _Tell me more_.

Jazz took the hint.  “Think about it, Sounders.  Enclosed space, guards everywhere, broadcast live to the world, no mechs below first tier allowed in without explicit permission?  They gonna assassinate him, big time.  And yeah, that may make him a martyr, but they’re bankin’ on the fact that, without Megatronus to guide ‘em, the Decepticons – excuse me – the  _Revolution_  ain’t got no head.  They’ll be too busy fightin’ amongst themselves to pose any real threat.  And that ain’t even the coup de grace.”

Soundwave brushed off the Decepticon comment – they could suspect all they wanted, but without the proof to back up their allegations, they could do nothing.  Instead, he cocked his head, the opposite direction this time, curious to hear the rest, even if Jazz  _was_ spouting senate lies.

“Well, let’s just say, this time tomorrow, the planet’s gonna be ripped in two.”

Now wasn’t  _that_  foreboding?  ‘Rip the planet in two?’  How so?  Decepticons against the rest of the world? . . . Or Megatron against Orion?  Wouldn’t  _that_  be horrifying?  Still, something didn’t settle right with Soundwave.  It was time for words.

“Soundwave: remains skeptical.  Senate: has remained at bay until this point.  Fear of war: primary motivation.  Reason for change in behavior: still missing.”

Jazz, who had remained so calm through Soundwave’s revelation of his identity, allowed a moment of surprise to flicker through his frame.  He had not expected Soundwave to speak at all, or perhaps it was the quality of his voice that was the issue?  Either way, he managed to regain his composure quickly enough.

“Damn, I didn't know you talked!  Color me surprised.  Anyway, yeah, that’s been their game.  In the beginning, they thought the whole thing would blow over within a year or two.  But it’s kept gaining traction, even more so once the OP stepped in.  A good half of the planet is invested in this, if not more, and if it gets any bigger, they will no longer have the chance to reel it in.  And that’s got ‘em scared.

“Alpha Trion provided them the opportunity they were waitin’ for when he relayed ‘em Orion’s request for audience.  There on in, they’ve been schemin’ non-stop.  They got resources, and bot-power like you can’t never hope to have.  If you go to that meeting tomorrow, you  _will_  lose.  Keep Megs away, if you really care about this world.”

Jazz had made a strong case for himself.  The chances of him lying struck Soundwave as small.  Maybe thirteen percent?  His words were logical and all-too believable.  But he was mistaken in assuming that Soundwave had any control over what Megatron did or did not do, at least these days.  Megatron’s mind was made up.  Nothing short of assassination would keep him from that meeting.

Soundwave slumped, face falling to the floor, though he did not relinquish his hold on Jazz.

“Aw, I don’t like that expression.  That’s the expression of a bot that’s given up, and you don’t look the type to give up.”

Had Soundwave optics, they would have been glaring.  Jazz was in no position to be patronizing.

“But hey, I said my say.  Gonna keep tryin.’  Hopin’ you do too.  But I guess that’s all I gotta say ‘bout  _that_  matter.  You’ll help or you won’t.  No.  What I’m interested in now is  _you_.  Ain’t a whole lotta mechs can get the jump on  _me_.  And you did your research on me too – must be pretty crafty to have learnt what you did.  I admit, I tried the same on you.  Thing is, hard as I look, I can’t find no record of no bot with your name, nor comm ID.  Not even a fake one.  Which means, you don’t exist.  Care to explain that?”

Soundwave did not.  He was quite done with Jazz for the moment.  He allowed some data to flash across his screen – titles of songs stored within his drives, to make it appear as though he was searching for the information.  Instead of answers, however, Jazz found himself flying through the air as Soundwave’s cable tightened around his chest, and flung him out the still-open window.

Already, he could hear Jazz catching himself on the building across the way, and scurrying down its side to safety.  He knew defenestration wouldn’t be enough to kill Jazz, but he’d at least taken the hint.

In the meantime, he had bigger problems to deal with.

Convincing Megatron to stay home tomorrow was a non-option, but Soundwave wasn’t out of options yet.  He had one more trick up his sleeve which, if it worked, may at least alleviate the damage done by the senate’s attempt on Megatron’s life.

It looked like he wouldn’t be getting that sleep after all.

 


	11. Fracture

**Summary for the Chapter:**

> Megatron speaks before the Senate. It all begins here.

**Notes for the Chapter:**

> I've been without internet all week, so I do apologize for any weirdness with the formatting. I've had to write this between multiple venues.

‘Stressed’ didn’t begin to describe it.  The entire future of the revolution rested on the success of Soundwave’s plan; he was mortified.  Every step, every hope that this catastrophe-waiting-to-happen would play out to their benefit, required events slotting into place with perfect precision – a two percent margin of error was all he was allowed.  Hopefully that would be enough.  Hopefully he could rely on the dedication of the soldiers they’d spent these past five years preparing for this very moment.  And not just their dedication, but their numbers as well.  He’d placed the call; would it be enough?

It was too nerve-wracking to dwell on.  There was nothing more he could do at this point, save wait and hope.  The next step was still a few hours off.  Eager to calm his mind, Soundwave decided to instead focus on his surroundings.

The Grand Oratory, the largest of the High Council Pavilions, where the senate did all of their official business, was the apex of Cybertronian architecture.  As a fixture in the Crystal City, it possessed the same crystalline, iridescent structure as the rest of the city, with glimmering outer walls, and a steady stream of sparkling lights in every color of the rainbow.  But the colorful display was not limited to the exterior. 

Stained glass windows adorned the highest peaks of the absurdly tall room.  Far below them was the gallery, which encased the majority of the hall in a semi-circle, consisting of a lower floor and a balcony, separated from the senators by height and a thin, crystal banister, carved with elegant clockwork structures.  On each of the room's six walls was a massive door, capable of fitting even the most hulking of gladiators with space to spare, and manned by a pair of armed guards, covered in identical black plating and face-obscuring visors, to rob them of identity.  The same could be found on the bottom floor.

The lower level of the gallery parted in the middle around a delicate staircase, also guarded, which led to a narrow path, iridescent pits framing the light-rimmed floor on either side, and ultimately ending in a ring, which, when viewed from above, was decorated with a transparent circle of ancient Cybertronian glyphs, which seemed to translate to:  _The Hand guides all, the Knights lead us to prosperity.  All hail the right of Primacy._   He was fairly certain it too, could be illuminated.  At the center of the ring was a small crystal podium, presumably for visitors to the chamber to address the senators from.

Past the ring, on the one wall that remained untouched by the gallery, were twenty-four separate booths, a high-tech podium and empty seat at each.   _This_ was the place of the senators.  He was fairly certain that the little booths had some sort of transformation mechanism within them, that would allow for the lot of them to make a showy entrance.  It seemed perfectly in character for them.  Far be it for the great  _senators_  to enter from the same doorways as the common mech.

A place like this was surely worth more than all of the property in Kaon combined – possibly Helex and Tesarus as well.  Ordinarily, it was barred to all but the caste exempt – the senators, rarely some top tier nobles.  The rest of the riff raff was kept out by the same golden gates that divided Iacon.  Today, however, was special.  Today, they were allowing common first class elites to enter for the first time in two million years, to view the goings on, including the best news crew money could buy.  It was with these spectators that Soundwave slipped in.

His appearance got him a few wary stares, but the gates hadn’t stopped him – surely he belonged.  And he did.  As far as the machines were concerned, he  _was_  caste exempt.  He’d never had an identification to begin with, and by extension, he never had belonged anywhere in the hierarchy.  Lucky him.

But in among the elites were two more mechs, both the first of their respective castes to ever set foot in this building, both, the subjects of today’s gathering.

Orion Pax gazed at the nobles, at the stained glass windows, the glyphs, the podiums, with a look of childlike wonder on his face.  Megatron, however, kept his optics on the empty seats of the senators, wearing a glare of distaste.  Notably, there was a distance between the two – physically, emotionally.  Neither seemed to speak to, or even acknowledge, the other.  It seemed the gladiator match had gone over about as well as expected.  Still, there was no outward hostility between them.  That was worth something.

The waiting stretched on for an eternity, every minute filling Soundwave with further dread, until finally, after far too long, the heavy sound of massive shifting gears caught his attention, and soon the attention of the hall at large.  Twenty-four empty boxes transformed and shifted, making way for twenty-four senators to be lifted through the floor, and into their seats.  A hush fell over the crowd, not a soul fool enough to keep up the novel chatter while in the presence of the most powerful of mecha on all of Cybertron.

The final mech to slide into place was Senator Decimus, ruler of Iacon.  He was tall as any senator, with a pristine blue and white paintjob, offset by yellow decals and a golden cape.  Atop his equally golden helm sat a tall, white crest, designed to make him appear even more regal.  With graceful steps, he approached his podium, and swinging his gavel with deliberate motion, called the meeting to order.

“We are gathered here on this the fourth day of the twenty first lunar cycle of the 101st stellar cycle of the third gigacycle of the modern era, to discuss, in public forum, issues that currently affect the wellbeing of our great world.  For two million years, this hall has been closed off to the public, closed off to the lowest of mechs, but today, in honor of the shifting gears of the Cybertronian people, we have offered to make this meeting public, to offer our audio receptors to the most vocal of the opposition, and we shall not leave until we have reached compromise.”  He paused, allowing the other senators to vocalize their assent.

“However, though this senate meeting is novel, it is still a senate meeting, and we shall begin in the typical way.  We shall determine who is in attendance on this day, recount the minutes of our previous session, discuss local issues, and then we shall entertain our guest speakers, followed by an open question and answer session.

“But first, I ask a moment of silence, for the victims of the Decepticons – one hundred and eighty seven brave young mecha, taken from us far too soon by the wicked claws of terrorism.”

Decimus ceased speaking and bowed his head, allowing the crowd to follow his lead, as the walls of the room vanished behind projections, displaying the names and faces of every bot killed by the senseless violence. Allegedly.  Soundwave noticed a number of missing faces, beyond Frenzy.  Gasket was absent, of course, and the Predacons, neither of which surprised Soundwave, given their allegiances.  What  _did_ surprise Soundwave was the  _sore_  lack of any mech below the middle caste, no bystanders of Decepticon violence, none of the innocents caught up in the Senate’s raids and riots on the Undergrounds.  Just the model citizens they cared to see.  Clearly, the Senate was interested in making progress.

And if the missing unknowns were not enough to convince him of a lack of good intent, the fact that he could hear distinct whispers from the vicinity of the Senates’ seats drove the point home.  There was nothing conspiratorial spoken, of course, just dinner plans, local gossip, lighthearted banter – the banality seemed almost worse, as though the loss of innocent lives meant nothing at all to the bots sworn to protect it. 

Also, he couldn’t help but notice that a certain pair of poisonous green optics had sought him out, locked onto his position in the gallery. 

Senator Ratbat was staring at him, a perplexed frown on his face.  He was nervous, and he had right to be.  The Senate was planning to take down Megatron in some way, and should Megatron fall, Ratbat would trail behind unless he played his own cards right.  In his place, Soundwave wouldn’t have bothered showing up.  Though the smug satisfaction he got at Ratbat’s displeasure couldn’t quite manifest – not when those hungry optics were boring into him, their gaze whispering dark promises into his audials.   _You are still mine_

Soundwave hastily averted his focus with a shudder, though he diverted some extra processing power to his proximity sensors, just in case Ratbat should try to abduct him where he stood.  He returned his attention to Megatron and Orion Pax, much more pleasant targets to observe.  The latter had his head bowed, optics shuttered respectfully, but Megatron was glaring at the names on display, his fists clenched, his spark racing.  If Soundwave had to guess, he’d imagine that Megatron had come to the same realization that  _he_  had, and was furious – mourning, promising vengeance for those ‘forgotten,’ even if some had died by his order. 

_Don’t lose your temper.  Not here.  Not yet._

“Thank you,” said Decimus, signaling the end of the silence.  The crowd returned their attention to him, though the same smattering of Senators continued to whisper amongst themselves.  “And now, for attendance.  I am Senator Decimus of Iacon, speaker of the Senate.  When I call your designation, please respond.

“Senator Botanica, of Uraya”

“Present,” said a slim femme with an alien look about her.  Like all senators, her alt mode was not easily conveyed by transformation kibble, instead choosing to adorn herself with less-identifiable ornaments, though he’d never seen a bot forsake their legs for the sake of beauty before.  What a despicable flagrant display of luxury.  What  _ever_  would a senator need to run for?

“Senator Xaaron, of Nyon."

“Present.”

Decimus went down the list of senators, Proteus of Tesarus, Sherma of Stanix, Scorponok of Helex, and so on – in an uninteresting and all too time-consuming process.  Still, there was at least one stand out.

“Senator Ramjet, of Vos.”

“I’m afraid he’s out today,” came the answer, in a deep, scheming voice, smug and mischievous, colored by a strong Vosian accent.  It was a voice that promised ambition, treachery, and trouble for any who stood in the way of its owner.

Decimus pinched the bridge of his helm.  “Again?  This is his third absence in as many sessions.  What is his excuse this time, Ambassador Starscream?”

The slim mech shrugged, flicking his long, slender claws together, bored.  “Senator Ramjet is a very busy mech.  You can’t expect him to come calling every time one of you grounders snaps a strut, now can you?”

“It is his duty, as a member of this senate,” Decimus growled, pulse quickening.  How embarrassing it must have been, to be stood up before the whole world.  Soundwave had never admired Seekers so much as he did in that moment. 

Decimus continued.  “If he is unable to fulfill his duty, then he should be replaced.”

“Oh, I understand that, Sir,” said Starscream, still not bothering to show Decimus a modicum of the respect he demanded.  “But, well, our Senator is a very popular mech in Vos, and we Seekers do so stubbornly cling to what we love.  Imagine the rioting, should we lose our beloved leader!”  Starscream made no effort to hide his contempt for Decimus, but there was something about the scathing way in which he spoke that instilled as sense of bitterness as well.  Perhaps there was some hope of getting a foot into Vos after all.

Provided the Decepticons still existed after today.

“Then let me offer you a choice.  Get  _Senator_ Ramjet to show up to our sessions, replace him, or relinquish your place in the Coalition of City States.  Now, let’s move on.  Senator Deluge of Hydrax.”

Decimus continued on down the list, finishing up with Senator Ratbat of Kaon, who made no grand show of introducing himself.  How unlike him.  He was surely keeping a low profile, so that he may be overlooked during the inevitable fallout.   _That_  seemed a bad sign.

From there, it was down to business.  Long, uninteresting, and perhaps intentionally drawn out, as though to keep the impending sense of doom strong in Megatron for as long as possible, though if that was their aim, then they sorely misjudged Megatron’s patience and unerring bravery.  The tension had fled his frame, his spark had calmed to a steady thrum; he was surprisingly in his element, waiting patiently as Senator Botanica discussed her burgeoning parks and recreation program, as Senator Deluge brought awareness to the state of the Inner Coast, as Senator Sherma requested funds for a new bridge, as Senator Cicadacon spouted some fear-mongering nonsense about the Quintessons, until finally, it was his turn to take the stand.

“I apologize, Senator Scorponok.  The senate has decided once again, to deny funding for the further research of space bridge technology.  Now,” he beckoned to the empty podium on the floor beneath the senate seats, made for mechs, civilians, to make appeals to those above.  It had been unused since the end of the golden age.  “It is time for the moment you are here today to witness.  Megatronus of Tarn,” Megatron stood up straighter, his claws scratching calming lines into the metal of his palms.  “Will you please come to the stand?”

Megatron did not appear a nervous mech; he stepped forth with the same confident movements he always did, the same bold steps, the same powerful sway of his hips, movements that drove every optic in the room, demanded attention and respect. But today there was something else about him – a soft slump to his shoulders, a slight drag to his step – it would have been invisible to a stranger, but to Soundwave, he came off as resigned, defeated.  He held no illusion as to how this would go.  But why then?  Why had he come?  Why had he risked his life, knowing he would make no difference?

Soundwave knew the answer, though he refused to acknowledge it.

Orion Pax.  From his position in the lower deck of the gallery he stood optimistic as ever, smiling proudly at Megatron’s back, silently urging him to go forward.  Whatever animosity existed between the pair when they’d entered the room had been forgotten at this most crucial moment. 

Orion had talked him into it, into going through with this senate meeting.  Of course he had.  Orion Pax was convinced that Megatron could become the next Prime, could fix all that was wrong with the world if only he took his chance, and Megatron’s blind fascination with the stupid librarian was going to get them all killed.

Megatron reached the podium, took a moment to compose himself, to stare defiantly at the senators, to smile boldly at the cameramechs, at the gallery, to unclench his fists, straighten his shoulders, to allow his spark to slow.  He was ready.

“My most esteemed senators, I cannot express gratitude enough that you would set aside convention and tradition to allow a lowly miner from Tarn, a gladiator from Kaon, a mech of the third caste, to speak before you today.”  The sentiment was disgustingly humble for Megatron; Soundwave didn’t know why he bothered.  Flattery would not change the result of today’s meeting, and he knew it.

But the kind sentiment did not hold for long.  Megatron was under pressure to prove that the lower castes were capable of wit, of intellect and manners.  His words were polite enough, but the fire with which he always spoke was not far away.

“I stand before you today, a humbled mech.  When I first began fighting for the rights of the oppressed, of the lower castes, of the inhabitants of the Underground the world over, never could I have imagined that I would find myself here, speaking directly to those who I had so long spoken against, to those who so long had kept their feet at our necks, grinding us into the earth beneath us, striking us down with the swift force of oppression should we ever step out of line, should we ever wish for more than a crumbling roof over our heads, the weakest of low grade in our tanks, and the eternal knowledge that we are worth nothing.  For your surprising show of clemency, for your willingness to lend an audial receptor to the plight of the piteous, I do thank you from within my spark.

“But let it be said here and now, that at long last listening to our cries of despair and outrage is only the first tiny step on the path towards salvation – towards peace and prosperity, to a new golden age.

“I know many among you are wise and just.  I know many among you care about the people you rule over, strive to help even the humblest Minicon,” he nodded towards Senator Sherma.  “To create opportunity for mechs – intelligent, hardworking mechs, limited only by the circumstances of their birth, to rise above the limits society has imposed upon them, to work towards all any of us want, a comfortable future.”  This time, his optics fell on Senator Xaaron, who sat up straighter at the acknowledgement.  “I know many of you see the desolation befalling our once-proud world, and you weep.  You fight.  You listen to the opposition, so that harmony may be achieved.”  A pause to smile at Senator Scorponok.  “I do not levy my anger at all senators, I do not conflate the actions of the worst of you with the actions of the best.

“But nor do I ignore the actions of the worst.  Five years ago, I dared to take a stand.  I plead before a reluctant audience of Kaonian civilians to unite, to fight for the future we deserved.  One week later, Senator Ratbat,” his optics narrowed, icy blue hatred fixed on the diminutive senator.  Ratbat, unable to hide behind Shockwave, behind Blaster, behind holograms and avatars and bodyguards, cringed in his seat, “sent the Kaonian task force, an army of three hundred and fifty-seven mechs to attack, not me, nor my fellow gladiators, but the innocent people of Kaon’s twelfth district.  They ravaged our settlement, demolished our homes, violated our people –  _innocent_  people, because  _I_  alone dared to rise up. 

“But I must thank you, Senator.  Had you not allowed your fear and hatred to victimize a civilian population, I would not be here today, sharing to the world your crimes against your fellow Cybertronian.”  It was invisible to the naked optic, but Soundwave could hear the soft clattering of armor against protoform, centered on that hated senator.  Ratbat was shivering.  A surge of joyful vindication came upon Soundwave.  Soon.  Soon he would have vengeance against the bot who had ordered that building dropped on Laserbeak, who had ordered the erasure of Rumble’s personality, who had ordered Frenzy’s death.  In the meantime, fear would have to suffice.

“But Senator Ratbat is not alone in his cruelty.  I have travelled across the world, and everywhere, I see more of the same.  I see the third tiers, and the untouchables, cast off.  I see crumbling neighborhoods, institutionalized poverty, with no way out.  Is it any wonder that ‘gladiator’ has become such a popular career choice for the cast-offs of society?  A chance for wealth and glory, to become better than you are, and the only price is your life.

“And this senate’s inability to meet the basic Cybertronian needs of their own people is not their only failure.  It goes deeper than that.  So disgusted are you by our very existence, that you shun us, ignore us, pretend that we do not exist unless you are forced.  Iacon, Altihex, Protihex, and Uraya have their gates, to remind the impoverished of their place, but I wonder, during our moment of silence to honor the victims of Decepticon terrorism, how many of you noticed that there was not a single mech listed below the second caste?”  There was a soft murmuring amongst the crowd at that.  Even Orion Pax couldn’t keep the surprise from his face. 

“We are not asking to be put on top, to deprive  _you_  of  _your_  rights, to inflict our suffering upon you.  We do not need your power, your rules.  I know there are many who would see me as Prime, but that is not my end.  I do not care about personal glory – I have amassed more of that than I care for already, more than any mech of my caste could ever hope to.  But we cannot pretend that power is unimportant.  We are powerless, have been since the end of the fabled Golden Age.  And we are done. 

“We are done with suffering, we are done with tears and starvation and a loss of dignity so profound, that many of  _you_ , with your privileged existences,would sooner die than bear it – than live with the lives that you have forced upon us.  We demand you look down for once in your lives, and see those who lie at your feet, those who crawl through the grime of the Underground, to acknowledge our existence, our sentience, our right to live, our right to be free.

“My brothers, my sisters, hear my cry – for liberty, for equality!  Let us join hands, let us cast off this archaic caste system, that predefines us before we have the chance to learn who we are.  A speedster can be cunning, an audio device can become the most powerful of gladiators.  A Minicon can lead an army, a Beastformer can be a brilliant orator, and a miner can create poetry.  We are more than what we are.  Let us show the world.

“Grant us our freedom.”

Megatron’s words were powerful, dangerous, had cast a spell on all who heard.  A stunned silence fell over the crowd, over the senators.  Sparks and fields pulsed in a maddening cacophony of conflicting reactions and emotions.  Megatron had hit them hard.  Shocked, humbled, angry, indignant, moved – no matter the reaction, feelings were powerful; it was enough to leave Soundwave dizzy.  He shook his head, sought out a focus.

Megatron stood tall and steadfast, patiently allowing his words to sink in.  Though his body was a barely contained storm, pulsing with an excited energy, ready to burst, he forced all feeling from his appearance.  He had to remain dignified, he had to impress the room not just through his words, but by his presence.

But of all those hit by Megatron’s blow, none were affected quite so strongly as Orion Pax.  In the gallery, he had locked his attention on that single point, that single force of passion and energy, unable to look away.  His hands clutched at the banister before him, until it creaked and buckled.  His knees wobbled weakly, threatening to give out on him.  It was as though his entire world consisted of just the two of them.  Whatever trespasses Megatron had committed the previous night had since been forgiven, it seemed.

But Soundwave didn’t care about the feelings of Orion Pax.  He turned his attention to Decimus, to Proteus and Ratbat, to the senators.  His tanks dropped.

There were the rare few moved by Megatron’s heartfelt speech – Bontanica, Xaaron, Cicadacon.  There were those who radiated a different kind of positive energy – admiration.  Scorponok was suspect, and Starscream too, though for a reason Soundwave couldn’t fathom, the admiration of that particular mech left him feeling uneasy.  Vents flared, energon flowed downward, an energy field buzzed.  That wasn’t mere admiration.  That was desire.  That was lust.  Soundwave didn’t like that at all.

Still, he would have taken the signs of attraction coming from the Seeker’s frame time and again to the reactions of the senate’s powerhouses.

There was amusement, derision.  Megatron had hit them with his best shot, and though they didn’t dare show it, they were laughing in his face.  Decimus stood straight, his optics glinting with condescending glee, Proteus’s shoulders shivered as though he were trying to suppress a fit of giggles, Ratbat wore a grin, but it existed only to mask his pure and utter loathing.  And all throughout those twenty-four boxes, their reactions were matched time and again and again.  Megatron had lost, and though he knew this, he stood his ground.

“Ah, that was quite . . . touching.  We shall be certain to keep your words in the back of our minds and the bottom of our sparks.  Thank you, Megatronus of Tarn.”  And that was it.  No discussion, no acknowledgment, no apology.  Just generic niceties.  He may as well have spoken but a single sentence, for all the Senate cared.  Unsurprising, but frustrating nonetheless.

It was through gritted teeth that Megatron said, “Thank you for this opportunity,” and with stiff steps and barely-repressed anger, he marched back to his own seat.  Megatron was furious at being so brushed-off, and that was completely understandable.  However, even  _he_  could not hold a candle to the fury of Orion Pax.

Soundwave heard the soft crunch as the bars beneath Orion’s hands shattered; he barely caught himself before stumbling to the floor.  It was strange to see such a patient, kindhearted mech filled with such rage, but somehow satisfying.  Even precious little Paxie had his limits, it seemed.  And it made sense, in its own way.  That mech thought the world of Megatron; he was not prepared to face the fact that the world may not match his esteem.

“Orion Pax,” Senator Decimus called out, momentarily surprising the anger from Orion’s frame.  “Please step forward.”

“Sir?” he protested, in the only manner he could.  It seemed that he had not been expecting to speak,  _certainly_ not after Megatron.

A low rumble came from his vicinity, audible only to Soundwave’s trained audials – Megatron’s voice.  “Go to him, Orion.”

Orion Pax nodded, and on trembling legs made the journey to the podium, faced down by twenty-four senators, their intentions unknown.

“It is my understanding that you are a skilled orator,” Decimus continued.  “A charismatic young mech filled with such  _optimism,_  such hope that our world can return to its golden age – that we may live in peace with one-another.”

Orion frowned, narrowing his optics.  “Sir, with all due respect, Megatronus has already spoken my mind.  He and I share views.   _He_  was the one that opened my optics to the possibility of freedom and equality for every Cybertronian – for every  _sentient_  being. 

“And yet, it seems to me that, after pouring his very spark to you, you have dismissed him, and now request to hear those same words, delivered this time through me.  And I cannot help but feel that even now, you are proving his point.  You would rather hear me speak, because you find me more palatable than Megatronus – and why is that?  Why would you rather hear the same message delivered by an archivist from the second caste than you would by a gladiator of the third caste? 

“Is it because he has taken life with his own hands?  It is cruel, and dark, and even  _I_  find it difficult to accept, difficult to look at him in the same way, and yet, does it not serve only to prove his point further?  His circumstances were abysmal.  With no prospects, he turned to brutality and murder, and then, most importantly, he chose to abandon such things, to fight fully for the rights of the oppressed and the marginalized, so that no one would ever again be forced to fight to the death just for a chance at staying alive.”  His words gained conviction as he spoke, as though he were coming to terms with Megatron’s time as a gladiator himself, while he tried to convince the senate to do the same.

“I cannot tell you anything new.  I am but a sheltered archivist from Iacon, with little experience beyond my own narrow worldview.  I have nothing to offer but my caste, my connections, and the feelings that Megatronus has graciously shared with me.   _He_  is the one who can open your eyes, he is the one who speaks the truth, who leads Cybertronians to fight for their rights.  I know he has denied it as possibility, but I beg you, listen to his words, heed them, fight this terrible system we have inflicted upon ourselves.

“And how better to do this than a change to the status quo?  Zeta Prime has gone missing, and I would not wish to lessen the severity of this circumstance, but we remain with no leads, and no Prime to lead us.  In the interim, I request,  _beseech_  you.  Please, think of the good that could be brought to every Cybertronian by a Prime with such passion and drive, such intimate love and caring for every living being on this planet.  Please, let Megatronus serve as acting Prime.”

He was still on about that, even after the Senate’s cold dismissal of Megatron.  The mech really  _was_  an optimist.  But optimism wasn’t about to give him his way, especially if the wicked gleam in Decimus’s optics was any indication.  Their retaliation was imminent, as was the time for Soundwave’s own scheme.  He moved to the back of the gallery, careful to draw no attention, slipped past the guards, flashing his comm signature, his status as caste-exempt, to get by unmolested.  He made his way through the iridescent third-floor corridors of the Grand Oratory, one audial trained on the conversation, the rest of his attention focused on finding a terminal.

“Orion Pax,” said Decimus.  “You seem to suffer from an unfortunate misunderstanding.  It is true, we value your input over that of Megatronus’s, but it is not for the reasons you expound.  This has nothing to do with caste nor function.  This has nothing to do with his role as a gladiator . . .”

Soundwave found his terminal, and jacked in, making quick work of the security –  _Blaster’s_  security, by the looks of it.  Were his skills utilized by all of the senate?  Soundwave took note of it, should it become relevant in the future.  But it still struck him as a trifle, when his attention was so encompassed by the goings-on in the senate hall.  He saw the end of this conversation.  Decimus was taking a risk, playing a gambit that would require the utmost proof to back up.  He couldn’t possibly –

“It has everything to do with the fact that Megatronus of Tarn is both the originator and current leader of the Decepticons.”

He’d said it.  But he couldn’t prove it.  Everyone had heard the claims, Proteus had been making them since the beginning, when both Megatronus and the Decepticon movement had come into prominence at the same time.  But there was no  _proof_.  The crowd could whisper and suspect and gossip all they wanted; the senate could prove nothing. 

Still, it was best to hurry.  He forced his way through firewalls, digging through thousands of operating files until he found what he sought.

“Forgive me if I do not believe you, Sir.  Such suspicions have been raised in the past, but they are mere speculation, propaganda, lies spread to dismiss the valid concerns of an entire population.  You shall not convince me to change my mind.”  Good boy.

“No?  No, I suppose you require proof,” Decimus countered.  “Very well.  You shall have your proof.  Proteus, if you will.”

What?  How could they possibly –?  Soundwave flinched as a sharp jolt of electricity pierced his frame.  He had made a misstep in his work, and the system had punished him duly.   _Focus, Soundwave._

“I give you a recording submitted by an anonymous concerned citizen, taken on the first day of the eighth lunar cycle of the 96th stellar cycle of the third gigacycle of the modern era.  One week before the very first Decepticon assault, on the First Drone Factory in Upper Kaon.  The initial call to arms.”

Primus, they couldn’t!  It had been so long; how had a recording survived? How had someone known that night would be significant – why bother making the recording in the first place?  There had been no bots in the room save for him who had the drives suitable for storing every encountered scrap of audio information received; a recording would have had to be intentional. 

. . .

There had been detractors that night.  Roadbuster and a handful of his friends.  Had one of them . . . ?

Soundwave shook his head and disabled the security system. There.  Done.  He raced back to the Senate Hall as quickly as he dared, dreading what lay in wait.  The sounds ahead of him had dulled to a soft hum, as all voices fell silent, to better hear a soft, poorly-rendered recording played from the room’s archaic sound system. 

He could hack it!  Disable it.  He had to go back –

_"What I have in mind, is a two-pronged assault of sorts.  With one hand, we spread our truth to the masses, gather support for our cause, steal support from theirs.  This is the simple job, anyone can do it – spread the word – tell the world, that we are no longer satisfied with enslavement, that we will rise up, and take our rightful place in the sun."_

No.  No no no no no!

_"It will hit them where it hurts.  Energon distilleries, factories, forges, cultural centers, the very foundation of their world.  They will not be able to ignore us."_

He threw himself back at the terminal, jacked back in, followed his earlier trail, desperate to cut off the speakers, knowing that it was too late.

_"We must take caution.  They will no doubt link such activity with our movement.  Sector Twelve was already targeted by the senate, to horrific result.  We must become untouchable – deflect where we can, for now, until we become more powerful – able to defend ourselves against their might."_

He found the controls for the sound system easily enough, but once there, his body froze up.  Disabling the controls at this point could do nothing.  Megatron had already been damned by his own words, words he’d never dreamed would come back to haunt him.  And thus, Soundwave was left with a choice. 

He could disable the system, cut off the speakers, and allow the crowd to react, allow Megatron to fall to his doom, or he could stick to the plan, allow the recording to finish, stall Megatron’s judgment for a few minutes longer, give himself time to return to the room, prepared to shield the mech that had given him the world, from all assaults fired at him, for as long as his body held out, for as long as it took to get him out safely. 

He pulled away and raced down the hall once more, ignoring the heaviness in his limbs, the aching in his spark – his body was unimportant, not when it was Megatron’s life on the line.  The guards at the entrance to the Senate Hall turned to face the sound of his harried footsteps.  Two data cables shot out, wrapping around their faces, and dragging them into the dark abyss of the corridor.  A quick burst of electricity did the rest of the work. 

Nobody seemed to notice.

_"We must learn to fight back - all of us – train our forces.  We must acquire firepower.  And to that end, I must regretfully inform you that I have decided to give up life as a gladiator, and focus more wholly on leading the revolution."_

The recording finished with a soft crackle and the muttering of drunken voices.  Yes, that was indeed Roadbuster.  The mech would die if Soundwave ever found him.  But thoughts of vengeance could be postponed. There were more important things to focus on right now.

Megatron, for instance.

The silence lingered for a moment, and every pair of optics in the room held the same target.  Megatron stood proudly under the betrayed, accusing stares, but his spark pulsed wildly in his chest, his claws scraped against his palms, his optics flickered into and out of focus; Soundwave had never seen him so terrified.

“Now,” said Proteus, breaking the silence.  “Wasn’t that enlightening?”

Orion was the next to speak, his whole frame wracked with soft shivers, his spark stuttering in his chest, as though he were ill.  “It’s not true.”

A few hushed murmurs broke out around Soundwave, and in the distance he heard the sound of racing footsteps, but it was Orion that retained his attention.  He had never imagined that seeing his most-despised rival in such pain would be anything less than satisfying.  But those wavering optics, that trembling jaw, the pale sheen his plating had taken on – he was pitiable.  Soundwave couldn’t even bring himself to hate the mech for showing that weakness.  Orion may have been naïve, but he didn’t deserve to learn the truth in this way.

“Megatronus, tell me this is not true.  It is a fabrication.  Soundwave could make something like this – surely the senate can.  And that recording is years old.  You’ve since changed your mind, left them behind.  I am right, aren’t I?  You’re not the leader of the Decepticons.”  His words grew more and more desperate as he spoke, deep voice raising higher and higher, until the words gave way to a crackling whine. 

The pathetic denial might have held merit, might have, in some way been able to redeem the situation, had Megatron been willing to accept it.  But his own spark betrayed him.  The mighty, undefeatable gladiator could only hang his head, silently accepting the full brunt of the accusations.

“Megatronus,” Orion tried again, begging.

“He can’t say anything, because he knows it’s true.  Megatronus is the leader of the Decepticons, the very terrorist organization you’ve been speaking out against as extremists,” Proteus leaned forward, a wicked grin on his thin white lips.  “He undermined his so-called ideals right from the start.  A future of peace and prosperity?  A pipe dream.  Peace can only be attained through tyranny, or so our dear Megatronus realized.  Talking can only get you so far.

“And  _that_  is why he will never be Prime.   _That_  is why we ignore his words – his hypocrisy has rendered them irrelevant.  But I wonder, my optimistic little Orion Pax, if you still hold true to them.  There are no good mechs, nor bad mechs.  There are only strong mechs and weak mechs.  The strong rule, the weak submit.  That is the law of the land, the way things have always been.  Megatronus cannot change that.  Do you still believe that  _you_  can?”

Orion remained frozen in horror, his pleading optics fixed on the unresponsive Megatron.  His vocaliser hitched, releasing tiny puffs of static as he tried to find his words.  “I –”

Proteus was not swayed, however.  “Orion Pax, look at me.”  The sharp bite in his command was enough to snap Orion Pax to attention, turning his back on Megatron to face the predatory senators.  Once certain that Orion’s’ focus was back on him, Proteus continued.  “Do you still believe in the possibility of a second golden age after what you have learned today?”

“I . . .” Orion trailed off, attention dancing between each senator like a terrified cyberbat.  His spark pulsed so quickly, Soundwave feared it may burst.  His frame hadn’t stopped shivering, but now the rattling of his plating was visible to all.

The Senate was doing an excellent job of sabotaging five years of hard work.  All of Cybertron had gotten to witness Megatron’s dark secret exposed.  Now they were seeing the fall of the second leader of the movement.  Soundwave clenched his fists, silently willing the footsteps in the distance would hurry up and put them all out of their misery.

Proteus shifted, a wicked smile on his face, and made to utter another scathing assault.  But Orion Pax didn’t give him the chance.

“I do.”  As though a spell had been cast, Orion’s shaking ceased, his spark calmed, energon flow slowed.  He stood, tall and confident and completely self-assured.  Soundwave didn’t know what had sparked the change in demeanor, but it was certainly less painful to watch.

“Megatronus may have deceived me, and others like me, but his message remains true.  There  _is_  suffering underfoot, I have witnessed it myself – the brutality, the starvation.  I should be just as bad as he, to discard the knowledge I have gained, to forget about my brothers and sisters living without ever seeing the sun.  The Decepticons have chosen the wrong path, but their intentions are no less valid.  I shall press on, fighting in my own way for what I know in my spark to be right.

“We don’t have to allow the world to continue on in this way.  We can make it a better place;  _I_  will not stop until I’ve made it a better place, until we have created a society where no one is forgotten, no one goes hungry, no one has to fight merely to stay alive.  We  _can_  achieve a second golden age, but it can only be done with your help.  Please, senators, do not let the failings of one mech destroy the futures of thousands.  Please, work with us for a better tomorrow.”

Proteus grimaced and backed down, annoyed at Orion’s persistence.  Botanica rose to take his place.

“Your integrity is admirable, but tell me, what would you have us do?”

What indeed?  Orion was a good speaker, but he was still a sheltered librarian.  What could he imagine would possibly incite change on Cybertron?

“We remove the guard posts in Iacon, Protihex, Altihex and Uraya, and across Cybertron.  We allow free movement of mechs between locations, regardless of caste.  We place no barriers on employment – no one shall be turned away from opportunity, solely because their alt mode doesn’t match the position.  We devote funds to improving business and infrastructure in the Underground, work to make quality of life better for those who are unable to move above.”

“You do realize,” said Xaaron, “that this sort of change will take time, and will be met with untold opposition from the middle and upper castes, both conscious and otherwise.”

“I am aware of this.  Freedom is a long and difficult road, but all of us must do our part, and make sacrifices for the sake of the greater good, for the sake of equality.”

A silence fell over the senators.  The footsteps pounded ever closer.  Down below, Soundwave could hear muffled screams.  _Keep stalling._

Surely the senators had grown aware of their circumstance.  A few glances were exchanged, and then Decimus stepped forward to speak once again.

“Tell me, Orion Pax.  You suggested earlier that Megatronus act as the interim Prime in Zeta Prime’s absence.  What would you do now?  The position must be filled, after all.”

Orion paused, confidence faltering for a brief moment.  “I would suggest Alpha Trion of the Hall of Records.  He is wise and he is kind.  He would be the best for the position, I believe.”  His spark betrayed the lie. Fortunately, the Senate could not hear it.

“Alpha Trion is one suggestion,” Decimus chuckled.  “But we have another.”  As one, every senator rose to their feet and stepped forward, until each was staring down at Orion Pax over their bannisters, optics gleaming in blues and greens, yellows, and reds, and oranges and violets.

“Orion Pax, the senate has conferred amongst ourselves, and we have decided that  _you_  are the candidate best suited to replace Zeta Prime.”

This time Orion’s confidence  _did_  falter.  “I – what?  That can’t be –”

“Why not?” Botanica smiled.  “You too, have a wisdom beyond your years.  Your charisma has brought you thousands of followers, and your passion may just well be what we need to move forward.”  There was truth in her words, but also obfuscation.  This wasn’t about Orion Pax.  This was about hurting Megatron; Soundwave was certain of it.  And maybe, just a bit more.

The sounds of fighting grew closer now.  A few of the more sensitive bots in the back of the gallery glanced around, confusion all about their frames.

“I am honored, but this is – “

“None of that humility,” groaned Scorponok.  “Just accept the title.”

“I –”

“Don’t be hasty, Senator Scorponok,” Decimus protested, calmly.  “There is one thing we ask of you before you take this position.”

“And that is?”

His teeth flashed in a grin that struck Soundwave as demented.  “You must forsake Megatronus of Tarn.  He is a criminal.  It would not due for the new Prime to further associate himself with that rabble.  You may find yourself corrupted by his wicked ways.”

At last, Megatron was pulled from his shame.  His head shot up, optics locking onto Decimus with a fiery hatred.  But then, he turned that gaze to Orion, his frame softening, unthreatening, pleading.  “Orion, do not listen to them.  The senate corrupts.  The senate deceives.  They cannot be trusted.”

Slowly, Orion turned around, taking in the pathetic appearance of the mech before him.  His optics, normally so sad, so calm, were bright with a fury of their own.  “Neither, it seems, can you.”

With that blow, Megatron cast off all pretense of humility.  He rose to his full height, plating flared, optics blazing, pulse racing, but Orion was no longer watching him.  “I swear, Orion Pax, you will regret the choices you’ve made today!  Do not throw away this opportunity – “

“Senators, I accept this offer.  If it is your wish, if it is what will help the people of this world, then I will become Prime.”

“It is spoken,” said Decimus, and the remaining senators repeated his words.  “From this day forth, you shall no longer be Orion Pax of Iacon.  You shall forsake the life you once knew, you will don the Matrix of Leadership, you will become Optimus Prime.”

The floor beneath Orion (Optimus?) lit up, casting a rainbow of shimmering waves on his frame.  Surprised, he could do nothing but watch, take in the show, allow his spark to slow, dancing in time with the flicker of the lights.

But the senate was not so easily silenced.

“As for you, Megatronus of Tarn.  You stand accused of inciting terrorist activity the world over.  You are responsible for one hundred and eighty-seven deaths, countless injuries, immeasurable loss of property and livelihood.  You could never repay the debt you owe society, so instead, it is your life we shall take.”

The footsteps were in the hall.  The mechs within the gallery grew nervous now, half had turned their attention from the trial to the doors.  The guards that remained had begun to step out, weapons drawn.  Blaster-fire echoed nearby.  If the senators heard it, they paid it no mind.

“Megatronus of Tarn, we sentence your spark to be extinguished.  Do you have anything to say for yourself?”

“I do,” Megatron responded, shoulders shaking with dark laughter.  He was losing control, losing his temper.   _No_.

“Optimus  _Prime,_ ” he spat, contempt emanating from the whole of his being, “you will regret the words you said to betray me.  You will regret the way you’ve slandered my name, and succumbed to the manipulation of the senate – the way you chose power over brotherhood.  I will bring you down, destroy you, do unto you what you have done to me!  I promise you, Orion Pax, I  _will_  be the one to kill you.”

Megatron was not one to wait for his life to be judged, for events to transpire around him without his input.  Even before he had finished uttering his threat, the former king of the coliseum was charging full-force at his old friend.  He leapt for the podium, his screams of rage drowning out the sounds of nearby battle, his fist swung, prepared to punch a hole in Optimus Prime’s head.

The heated hum of a powerful laser pierced the air, sending cries of alarm and panic through the onlookers, who began to scatter.  There was no need for that.  The blast hadn’t been directed at them.  Instead, it had hit Megatron straight between the optics, burning through the sensitive optical filament in an instant, sending him flying back to the ground.  The guard took aim, preparing for a second shot, and three more joined him, blasters aimed and Megatron’s spark.

They were not going to get the chance.

Soundwave was already moving, already throwing himself over the banister, racing to the side of the mech he had pledged his universe to.  He slid to a stop over Megatron’s prone form throwing up his useless right arm to block the charges, knowing that it would not be enough to protect him.

So long as Megatron survived, it would be worth it.

He felt the heat tear through him, burning through the arm, pulling him back to another time, another blast, another loved one stolen from him.  He flew backwards, catching himself before he could hit the ground, his body on fire, his mind reeling.

He’d survived.  His arm was a twisted wreck, dangling limply at his side, held on by a few struggling wires.  Part of his chest had been seared away, blue paint bubbling a charred black, misshapen and melted, but his spark pulsed on.  He stood over Megatron, his smaller frame doing its level best to shield him from the next round of blaster-fire. 

He saw the senators disappearing back into their transforming seats.  Heard their harried words. 

“Optimus Prime, come this way.”  He saw the wall at Optimus’s back transform into a doorway, saw the young Prime stumble backwards, optics trapped to Megatron, even in his attempt at escape.

“Megatronus – “

At Soundwave’s back, chaos reigned in the gallery as well, with sheltered civilian mechs scurrying this way and that in blind terror, trying to escape the violence – a concept they had never before encountered.

And that was when the Decepticons burst in.  A few hundred mechs, from Iacon and the surrounding cities had heeded Soundwave’s call to arms, had broken through hacked gates and armed guards, into the Hall of the Senate, all to protect the leader of the movement, the leader who had taught them how to fight back.  They were veteran gladiators, assassins, thugs, armed with the latest in Senator Ratbat’s weaponry, fire in their optics and determination in their sparks, ready to lay down their lives for the future Megatron promised them.

All hope for order vanished.  The guards shot frantically into the gallery, trying to take out the invaders.  Civilians fell.  Senator Deluge fell, and Cicadacon.  Chaos and bloodshed reigned supreme.  There would be no coming back from this.

And then there was Megatron.

His face had been charred black, molten metal dripped from his empty eye sockets.  His fuel lines stuttered, as though blocked by some external force, his EM field flared wide – pained and angry.  But blindness could not keep him down. 

He didn’t struggle to his feet so much as thrash about wildly, but the end result was the same.  Megatron was back up, and he was out for blood. He charged, unseeing, towards the senate boxes, towards the retreating senators, towards Optimus Prime, shrugging off blasts from the weapons of the guards.

“Orion!” he roared, and Pax,  _Prime_  froze in mid-retreat, gazing in helpless terror upon his former friend.  Megatron’s body radiated his murderous intent; Optimus Prime would not last five seconds against that might.  But Megatron wouldn’t last long under sustained blaster-fire, their riot wouldn’t last long once the military was brought in (and Proteus had already placed the call), and somehow, though he would never admit it, the thought of that innocent, goody-goody idiot dying here and now struck him as intensely wrong.

 _“Megatron: desist.  Military reaction: imminent.  Immediate retreat: advised,”_ he called over the comm.  But Megatron kept right on charging.  By this point, Optimus Prime had begun inching backwards, still too frightened to save his own chassis, for all the good it would do him. 

Well, there were other ways to get his attention.

He let loose with a piercing, high-frequency scream, which shook the room, reverberating off the crystals, amplified and whistling and designed to disable.  It was more powerful than even Soundwave had been prepared for.  A momentary lull fell over the battle, as several hundred surprised mechs crouched and shuddered, trying to protect their audials, and their internal equipment.  But Megatron was still stumbling forward – the nerve of him!

Soundwave amped up the volume.  Though his own audials had been dampened, he noticed his tanks churning, noticed the rupture of a minor fuel line or two – even  _he_  was suffering from the assault, but he couldn’t stop.  He had to get Megatron to come bac –

The shot caught him in the side of the head, taking out his left audial and sending him collapsing to the ground with a startled hiss.  In retrospect, painting himself as the primary target for all of those guns had probably not been one of his brightest moments.  Another shot whizzed over him, a third caught his crest as he frantically scrambled for cover.  And then, the high pitched whines, the burning in the air ceased. 

Megatron had found him, had crouched over him, his thick armor taking the shots that had been intended for Soundwave.  It wouldn’t hold much longer.

“Soundwave,” he said.  It was all he said, but it was all Soundwave needed to hear.  Filled with a new determination, Soundwave crawled to his feet, dragging Megatron with him.  He reached out with a data cable, wrapping it tightly around Megatron’s arm, and began to lead him from the room, leaving behind Optimus Prime, and the chaos he’d caused.

 

**Notes for the Chapter:**

> This story has certainly deviated from my initial premise (not that I mind). Nonetheless, we're about to undergo a drastic shift in tone, content, and pacing, as we shift from pre-war to war. I've been toying with splitting this into three fics instead of two (or even one), but I think, for now, I've decided to keep this part in tact. 
> 
> For now, I intend for this fic to cover about the same ground as Exodus, so up until they leave Cybertron-abouts (for now). Part two will be set during the series. Which means, we are not even halfway there. Yeesh .


	12. Declaration of War

**Summary for the Chapter:**

> Disgraced by their failure with the Senate, Megatron and Soundwave retreat, to lick their wounds and plan for the future. Nothing will ever be the same.

Their escape had been a miracle; Soundwave still wasn’t sure how they’d managed.  He and Megatron alike were injured beyond being much help – Megatron was blind, Soundwave half-deaf.  Many of their brethren, as well, had taken severe damage in the fray, stumbling along, leaking energon and dropping limbs behind them.  But more were strong, more were determined. 

Soundwave found himself and Megatron led from the Grand Oratory, led from the Crystal City, through disabled gates, down alleys and into gutters, the sounds of pursuit ever-decreasing.  Their numbers dwindled, as more and more mechs split off – Soundwave wasn’t sure if it was a strategic maneuver, if fear guided them, or if they were merely going home; he hadn’t heard any commands given, nor any comms exchanged, and yet the Decepticons moved with precision and purpose. 

At least  _someone_  knew what was going on.

They came to a stop in a rundown home in the underground, their numbers reduced to a dozen-or-so, but even then, Soundwave did not release his tight hold on Megatron.  By this point, that heavy mech was keeping Soundwave on his feet as much as the reverse was true.  My, how far they’d fallen.

Someone laughed.  Another mech let out a whoop, and then the whole room descended into a flurry of relieved chatter and energetic boasts.  It should have been deafening; Soundwave barely heard a thing.

“Did you see how I took out that guard all the way from the other side of the room?!”

“Check out my battle scars!  Hah!  This one looks like an X.”

“Those senators didn’t stand a chance!   _I_  took down Cicadacon!  I’m gonna go down in history!”

And so on and so forth.

It took a surprisingly long time for anyone to acknowledge Megatron’s presence, but eventually one mech did step forward, an orange and green tank, judging by the turret on his back.  His face was pale and skeletal, framed by a double-horned crest.  Bludgeon was his name, according to his commlink.

“It is good to at last meet you, great Megatronus.”

“Megatron,” Megatron corrected.  At last, he was ready to sever all ties to his old self; the self that had been blinded by Orion Pax.  The name was finally gone.

“Y-yes, of course,” came the unnerved reply.  “Megatron.  We are glad you are well.  My name is Bludgeon; I’ve been heading the Decepticon efforts in Iacon.” 

“What are your orders, Sir?” said another mech, his frame a flickering black adorned with bold spikes.  His comm identified him as Makeshift, though Soundwave did not recognize him.

“Megatron is injured,” said a third mech, purple and yellow and silver, his mouth hidden behind a grated battle mask: Needlenose.  “He should rest and recover.”

“No!” Megatron snapped.  “The senate has control over all the world’s military might, and we are unprepared.  I need to speak to the people, to warn then, to rally them to arms.”

“How are you going to do that?” Bludgeon frowned, tilting his horned helm.

Megatron jerked his helm towards Soundwave, still tangled up around his arm.  “Soundwave is my communication chief.  He will help.”

And Soundwave would.  He felt rather like he would be slipping into stasis lock very shortly – the world was spinning around him, his left audial was gifting him with an incessant crackle of only the highest quality static, and his legs were having a most difficult time of holding him up, but that wasn’t going to get between him and his job.  Already, he was opening up his list of known Decepticons, gathering comm frequencies to broadcast the most important message of their lives.

“Your friend can contact so many bots all at once?” Bludgeon asked, incredulous. 

“I assume he was the one who called upon the lot of  _you_.  I don’t imagine it’s any different.”  It wasn’t.  Except for the sheer scale of it all.   _That_  was a little bit different.  Still, Megatron had confidence in his abilities, and Megatron’s blessing was the most potent fuel in existence.

“ _He_  did?” Bludgeon fixed Soundwave a hard stare.  “We all thought it was you.  The message was in your name.”

“Soundwave and I speak in one voice,” Megatron answered, and  _oh_  how those words gave Soundwave life.  He could have sworn that his functional capacity increased by three whole percent points just by hearing them!  “Now, while I appreciate your assistance, I have a message to deliver.”

“But your optics, Sir.”  That was Needlenose this time, worried – though whether the sentiment was for himself or Megatron was yet to be seen.  “You’re blind.  You can’t run a broadcast blind!  They’ll see you as weak!”

“They’ve already seen me weak.  It’s more important that they see the enemy marching towards them.  Soundwave, begin recording at my signal.”  He disentangled himself from Soundwave’s cable, feeling his way forward a few steps, strides slow, but strong yet.  The mechs who had gathered around Megatron now backed away, giving him space, and Soundwave too shifted, centering Megatron’s ruined face in his optical field, straining his good audial to catch every word he gave life to.  Was this what it was like to be a bot with normal hearing?

All too soon, Megatron was nodding, and Soundwave began, transferring the audio/visual files he was constantly recording to the comms of every bot on his list – every bot that had ever hinted allegiance to the Decepticons.  Transferring video to so many recipients was incredibly draining; he braced himself against the wall, in order to steady the feed, but even _that_ could not prevent the occasion flickering of the image, pixelation, feedback – he supposed it at least added some appropriate drama to the message.

“My fellow Decepticons – my brothers, my sisters.  I am certain that many of you are already aware of the events that have unfolded on this day, this fourth day of the twenty first lunar cycle of the 101st stellar cycle of the third gigacycle of the Modern Era.  I have spoken before the Senate, on behalf of the lot of us.  I had hoped that we could bring an end to our suffering without the senseless sacrifice of our own brethren. 

“I was a fool.

“I know now that there are no results without sacrifice.  The Senate took advantage of my lapse in judgment, and sprang their trap, with the intent to defame us, invalidate us, destroy us.  I am disgraced, a great ally is lost, but our cause lives on. 

“The Decepticons of Iacon and her sisters arrived to light our darkest hour – to prove that together, we are a mighty force capable of change.  To _them_ I am eternally grateful.  Were it not for their strength and dedication, I fully admit that I would have fallen, slain by the enemy I’ve dedicated my life to fighting.

“But there is no time to dwell on the failings of today.  War is upon us now, declared when the Senate sought to destroy me, sought to destroy us, by their words and actions.  This is the moment, the pinnacle of our revolution, which we have been building towards for these last five years.  This is our opportunity to overcome our oppressors.  This is our opportunity to take back what should have been our birthright.  We are stronger than them.  We shall not be defeated – not by them!

“But though we may be their superior in might and spirit, we cannot underestimate our enemy.  There is no denying that they have better communication, better organization.  Even as we speak, they have doubtless already given the order to attack – to lay waste to our settlements, to divide us, to eliminate us.  We must act fast – this moment is crucial.

“To those appointed rank, I bow to your judgment.  Tonight is a night of defense.  Protect yourselves and your loved ones as best you can.  Prepare to fight a foe of overwhelming number.  We are many, but we are spread thin.  We must gather our forces if we are to have a chance at winning – we must hit them with everything we’ve got.

“I stand before you today, a humbled mech, a  _new_  mech.  The Megatronus you once knew died with our hope of peace begetting peace.  From today on, I am now and always,  _Megatron_.  And I will fight the injustice of this world, not with my words, but with my might.  From today on, we are at war.  A war against the Senate, their caste system, and those who would support it.  A war against the line of Primes, and the hideous traditionalism they’ve come to represent.  

“The time for hiding in the shadows is over.  Decepticons, let us rise up, and show those who cast us off just what we are made of!  Fight with your full power.  Destroy their armies, their drones, their supply lines, and do so with pride.  We show our face to the world, we fight in the name of the oppressed, and we shall triumph.

“This is our call to arms.  This is our declaration of war.  My Decepticons, let this moment be the beginning – the day that will live on in infamy for all time.  For Cybertron!”

An echo of ‘For Cybertron’ came from the mechs in the room, a rallying cry filled with the enthusiastic, the wanting, the glory-hounds and the destitute, moved to action, bravery, and wrath through Megatron’s words. 

Soundwave cut the feed.  While he was fairly certain Megatron had finished speaking, the more pressing issue at hand was his lack of energy.  He collapsed against the wall, venting heavily, disabling his visual feed to clear his head.

He felt a strong hand at his back, steadying him, offering warmth and comfort.  Even with half-functioning audials, even deprived of vision, Soundwave knew that it was Megatron, back at his side where he belonged.  He leaned into the touch, despite himself.

“You did well, Soundwave.  I only hope it was received.”

It was a sentiment Soundwave reflected.  He’d felt his message go through, but several thousand commlinks were too much for Soundwave to keep track of at the moment.  All he could do was hope for the best, and acknowledge Megatron’s sentiments with a nod, blearily aware that Megatron could not actually see him. 

“You’re in need of repair,” Megatron mumbled, so softly that Soundwave could barely perceive it.  But his next words were easier to hear, spoken to the whole of the room.  “Does anyone know of a trustworthy doctor?”

His request was met with silence.

Soundwave already had a list open on his HUD.  He couldn’t stave off the cringe at finding Ratchet’s name at the top.  He was well-known for operating on guttermechs, free of charge.  But that route was barred, and though the other options were less desirable, they would have to settle, it seemed.

With a quick squeeze of Megatron’s hand, Soundwave sent over the data packet, highlighting the name of a cosmetic surgeon who had been to a number of Decepticon rallies in the Iacon area.  It was the closest thing to ‘trustworthy’ he could find.

Megatron gave a ponderous groan, before once more addressing the room.  “Is anyone here familiar with a ‘Knock Out?’ of the third District?”

“Him?” Makeshift said with a tilt of his head.  “He performs a lot of alterations on senators and the elite.  If you want a trustworthy doctor, Ratchet is –“

“Not an option,” Megatron interrupted.  “This Knock Out, is he a Decepticon?”

“I’ve seen him around,” Bludgeon answered.  “But he’s kind of a flake.  Y’know, a coward.  And a fop.”

“We don’t have many options,” Megatron replied.  “I need to get back to Kaon, but I cannot do that if I am blind.  If a cosmetic surgeon is all I can get, then that is where I will go.  Can someone take me to him?”

“Bot’s up on the surface.  You’re gonna have to get past the gates,  _and_  not get caught by the enforcers,”Needlenose mused.  “I ain’t goin’ back up there.  That’s suicide.”

“Makeshift, you’re up,” said Bludgeon, nodding towards the strange-looking bot, who had been silent for a long while.

It was clear from his dejected stance that Makeshift had no desire to leave the relative safety of the underground, but pride and Bludgeon had given him no choice but to accept.  “Very well.  Follow me.  And stay close.”

~~~

The walk was a difficult one.  Between fame, distinctive appearances, and a woeful inability to move in a straight line, Megatron and Soundwave found it impossible to blend in with a crowd.  Thankfully, Makeshift knew the city well –  _surprisingly_  well for an Untouchable guttermech.  The how of it became clear once they reached the surface, however, when Soundwave watched in mute surprise as the peculiar mech grew, as his plating expanded, smoothed, as his coloration solidified, his face hardened, optics melted from yellow to blue, only to be masked behind a visor – as an unassuming ruffian transformed into a masked enforcer.

“Special ability of mine,” he said at Soundwave’s surprise.  “I’m a Shifter – can look like just about any bot I want.  I can even mimic their comm frequencies.  Top tier mechs hate it.”

It was all he said until their arrival.

The route was mercifully short, but every step was filled with fear, anticipation –  _actual_  enforcers could be lurking around any corner, and Soundwave was unable to listen for approaching enemies.  He’d never been so unnerved in his life.  But at last fortune was smiling on them. 

The alleys of Iacon’s third district were empty, of civilian and soldier alike.  Their small group made good time; they were never once stopped, nor sidetracked, nor even spared a passing glance, for there was no one to glance at them.  Soundwave would have thought it strange, had he the energy to spare for such things.  Soon enough, they had arrived, standing in an awkward cluster on the front step of a rather gaudy little building, painted bright red and yellow, to stand out against the more matte metallic buildings on the block.

Makeshift knocked at the door.  Within, Soundwave could just make out a soft scurrying, as though someone were afraid to be caught doing something untoward.  Before Makeshift could knock again, however, the door popped open, just a crack, just enough to allow the briefest glimpse of a striking red optic to peer through.  Upon seeing the enforcer on his doorstep, caution transformed to fear, and the mech slid the door open a fraction more, forcing a smile to his face.

“Ah, sir.  What can I do for you?  It’s a bit after hours, but I’ll always make exceptions for my friends at the station.  Were you looking for a gunner arm, perhaps?  I hear they’re quite popular among the recruits.  Or maybe you’re looking for some augmentation – gotta keep up your game – be bigger and better than the rest.  Or maybe –“ he cut himself off upon catching sight of Megatron.  “Oh frag.”

“I suppose you know who this is?” Makeshift grumbled, barely audible.

“Of course I know who that is!” Knock Out snapped.  “Which means you probably aren’t any ordinary enforcer.  Oh Primus, why did you bring him _here_?!”

Megatron took the opportunity to step forward, to draw further attention to himself.  Instinctively, the small speedster faltered backwards.

“Forgive the intrusion.  I am in need of medical assistance, after this evening’s . . . mishap.”  Severe understatement.  “And I understand that you know a thing or two about a frame.”

“Cosmetics!” Knock Out yelped.  “I’m a  _cosmetic_  surgeon!  I give folks augmentations, do some trimming!  New optics, pointy teeth – they’ve been in fashion for some reason.  Paintjobs!  I can make you look  _real_ good! But I’m not exactly capable of open spark surgery or anything!  There’s a mech though, in the Underground.  I hear he runs a free clinic.  If you go there –“

“I’m afraid that’s not an option,” Megatron insisted, stepping over the threshold of the shop, and forcing Knock Out further back.  Soundwave and Makeshift trickled in after him.  “However, I believe that even  _you_  can help us, open spark surgery or no.  You see, as you might have noticed, I need a new pair of optics.  Mine have been shot out, you see.  You  _did_ say you do optics, didn’t you?”

“Yes!” Knock Out choked, retreating even further, and for the first time, turning his gaze up, up enough to see the empty holes where Megatron’s optics once were.  His already white face somehow grew paler.  “Err – uh – yes!  Yes, I do.  It’s just – well, it’s a delicate process, and yours are just so damaged – a-and I only have red in at the moment anyway, and –“

“Knock Out, I would appreciate an honest answer.  I have been deceived enough as of late.”

The diminutive mech stood up straighter at the sound of his name, bolder.  He didn’t bother asking where Megatron had learned it.  “You’re  _the_  Megatronus.”

“Megatron,” Megatron corrected.

“Megatron, sorry.  I just – everything has to be  _perfect_  for you.  Nothing less will do.”

A hint of a smile showed on Megatron’s lips, but flattery would only get the little mech so far.  “Knock Out – that  _is_ your name, is it not?”

“It is,” he replied.

“With all due respect, I am  _blind_  right now.”  The smile vanished, but he held his temper in check.  “ _Anything_  you do will be an improvement.”

 _That_  did the trick.  The little mech ceased in his protestations, and led Megatron to an operating room, to begin the surgery.  Makeshift returned to the Underground soon after, leaving Soundwave to wait and rest all alone, surrounded by a rare and uneasy silence. 

He needed recharge, but it remained ever elusive; he simply had too much charge built up after the insanity of the day’s events.  Toss and turn as he might in the waiting room chair, disable his optical sensors, stand against the wall, slump to the floor – he remained awake and restless, straining his broken audials for any sign of Megatron only one room over.

Finally, the sound of footsteps and muted voices caused him to stir.

“You can recharge in my guest room tonight.  The optics will take a few hours to properly integrate.  I’ve disabled them in the meantime.  Please do not try to activate them.  It may well permanently damage your eyesight.”

“Thank you, doctor.” Ah,  _there_  was Megatron’s most cherished voice.  It had been missing from his life for a scant few hours; Soundwave was embarrassed that he was so affected by it, and yet, here he was, straining towards that wonderful sound, doing all he could to be nearer, short of get up and walk to it, not for lack of trying.  Now that he was on the ground, he found that getting back up was more trouble than it was worth.  His body simply wasn’t responding.

“And of course, this is on me.  I am glad to help the Decepticon cause in any way I can.  What the Senate did today was inexcusable.”

They were drawing nearer.  Soundwave tried to struggle back to his feet, to appear respectable for that most-respected mech, but it just wasn’t happening.  Instead, he reactivated his visual sensors, and sought out Megatron. 

He and the doctor were much closer than Soundwave had expected, staring down at him, or at least Knock Out was, his brow furrowed.  Megatron’s empty gaze remained fixed straight ahead, though he was no less aware.  He’d fought blind time and again over the years.  He could manage now.  “Doctor, I have another request.”

“Your wish is my command.”

“You do limbs as well, do you not?  I would like you to fix up Soundwave here.  It seems one of those wretched senators stole his arm.  Audials too, if you can.  He’s been quite distressed, you see.”  How was it that Megatron, sans optics, was more observant than he had been in the past several months?  Not that Soundwave was complaining.  If this  _cosmetic surgeon_  could bring back even a fraction of his hearing, Soundwave would take it gladly.

Knock Out, of course, was only too happy to oblige.  With Megatron’s (significant) assistance, they awkwardly managed to get Soundwave back to his feet and into the operating room.  He was beyond his comfort zone, but Knock Out tried his best, scrounged up a replacement arm, did what he could to replace the audial, patched up the holes and dents from where he found them. 

It was not the best repair job he’d ever had.  His audials only functioned at 76 percent, his body still felt heavy, and the arm had refused to integrate properly, hanging numbly from his side, barely functional at all.  Still, he was better off than he  _had_  been at least.

With their repairs complete, Knock Out left the pair to his guest room, a small, enclosed area that still managed to be more luxurious than their home back in Kaon.  The single recharge slab was just big enough for the two of them, and yet both Megatron and Soundwave chose to ignore it.  Soundwave never had preferred to recharge while reclining anyway, though he couldn’t quite understand Megatron’s choice to forgo comfort. 

Instead, Soundwave had chosen once again to sink to the floor, his back supported against the wall.  He was only mildly surprised when Megatron joined him, leaving just enough space that neither mech was touching, though their EM fields brushed together, warm and content.

The pair remained like that for quite a while, and though Soundwave still  _craved_  sleep, his body refused to grant it to him – not when Megatron was so close, not when there was so much to say.  He spent many long minutes, wordless, his new audials listening intently, growing accustomed to the sounds of Megatron’s body, the sleepy pulse of his spark, the slow flow of his energon, the nervous sparks that tinged his EM field, and then, the sound of metal scraping across the floor as the giant mech scooted nearer, his hand groping out until it found Soundwave, wrapped itself around Soundwave, drew him close.

“Soundwave,” murmured Megatron, his voice tired and remorseful, but also, a little fond.  Soundwave turned his head, allowing the tip of his crest to brush against Megatron’s jaw – an acknowledgment.   _Yes_ , it said,  _I am listening._

For a long moment, it seemed as though Megatron was not going to answer; he was afraid.  Soundwave couldn’t understand why for the life of him.  What was there to be afraid of?  Megatron did not fear the Senate.  He did not fear death.  He did not fear losing.  Why then, did he hesitate so?

“Soundwave,” he said again, with more conviction, this time.  “I am sorry.”

The words rang in Soundwave’s audials like a curse.  ‘ _I’m sorry.  I’m sorry._ ’  Megatron didn’t apologize!  Even if it was well-deserved; he was not the type to back down.  To hear him utter such words filled Soundwave with an intense unease, an unease which Megatron seemed to pick up on; his grip on Soundwave’s shoulder tightened, just shy of painful.

“I know; this is unlike me.  But it needs to be said.  I have treated you unfairly.  I have cast you aside again and again, abused you, demeaned you, mocked you, and dragged you into that farce of a hearing – destroyed everything I fought for, all for the love of a mech I knew I could never truly have.”

Soundwave didn’t want to hear these words, and he  _really_ didn’t want to be reminded of Orion Pax – Optimus  _Prime._   Not now.  Not after everything.

He shook his head, his good hand finding Megatron’s on his shoulder, and offering a squeeze.  Speaking felt strange after going so long without, but for Megatron, he would force the words to come.  “Negative.  Apology: unwarranted.  Unwanted.”

Megatron’s shoulders shook as he chuckled softly.  “You are too good to me.  I would not have been so kind in the face of such thoughtlessness.”

“Affirmative.  Soundwave: superior.”  His field flickered happily, juddering every so often.  His version of a laugh.

“Indeed,” Megatron smiled.  Suddenly, the apology didn’t seem all that bad.  “I will do better by you in the future.  You are my oldest, my most trustworthy, my most precious ally.  I cannot afford to lose you; I have learned that first hand.  Your place is by my side.  And you have my permission to punish me should I ever again forget that.  I cannot allow myself to be distracted by a pretty face and prettier words – not again, not when I stand to lose more than ever before. 

“You’ve always been the sensible one Soundwave.  I should’ve known that something was wrong the moment  _you_  began acting irrationally.”

As much as he enjoyed the praise, Soundwave couldn’t let that train of thought continue.  “Negative,” he squeezed Megatron’s hand again, surprised to find those heavy claws wrap around his own.  He somehow managed to continue without a hitch, even though his spark skipped a beat.  “Soundwave: not infallible.  Soundwave: petty, jealous, makes mistakes.  Do not forget.  Megatron, Soundwave: imperfect.  Megatron, Soundwave:  make mistakes.  Megatron, Soundwave: analogous.”

“Yes, I suppose so,” Megatron sighed.  “We are both driven, overworked, and foolishly careless as to our own welfare.  I would be dead now without you; the Decepticons would be  _finished_  now, without you.”  Soundwave said nothing.  It seemed as though Megatron was building to something.  And indeed, his hand relinquished its hold on Soundwave’s shoulder, feeling its way across his back and to his right side, where his dying plating was already beginning to flake away.

“What is this, Soundwave?”  Though the words were simple, the question was not.  Megatron’s tone implied so much more than ‘what is this?’  He  _knew_  what that was. He wanted to know the why – why Soundwave had kept it to himself, why he had continued to work, despite the injuries, he wanted to know how it had come to be, and the implications it had for Soundwave’s future.  Soundwave didn’t know how to answer.

“Injuries: will be dealt with.  Frame upgrade: required.  In Kaon.”

He felt those claws dig into the wound, just slightly, but it was enough to make him hiss.  Megatron, to his credit, ceased in his assault, and instead moved his arm back to its former position.  “I knew you came back from Ratbat broken; I did not realize it was this bad.  Ironic, isn’t it, that being blinded has allowed me to see for the first time?”

“Self-deprecation: undesired.  Awareness of injuries: Soundwave’s affair.  Apology: unnecessary.  Caretaker: unnecessary.  Injuries: will be dealt with.”  His words were stilted as ever, but Megatron seemed to understand them anyway, and take them to heart.  He allowed his head to fall forward, but the sounds of his body gave no sign of despair, only peace and acceptance.  He gave one last chuckle.

“You really are too good to me.”  Something they could both agree on.  But Soundwave was not about to say as much.  He’d always preferred to see himself and Megatron as equals, but it had been a long while since that was true.  Megatron clearly admired Soundwave, he’d professed as much time and again, and Soundwave knew the words to be true.  But he was a fickle mech – easy to anger, easy to distract, never satisfied. 

Soundwave’s love – selfless, and unconditional, was a constant, but Megatron’s love only seemed to be remembered in times of distress.  Soundwave had grown aware that at some point, their relationship had shifted, from a bond of mutual respect, to a bond of semi-one-sided worship – not the healthiest relationship.  But he didn’t care.  Megatron had made him feel like a mech for the first time in his life – not a tool, nor a caretaker, but a mech.  He had granted him purpose and desire – wants rather than needs.  He wouldn’t trade that for the world.

Megatron said no more.  Slowly, his systems began to shut down, as he dipped into a deep recharge, his arm still wrapped around Soundwave’s shoulders.  And it was there, at long last, that Soundwave found his own much-needed sleep.

~~~

Soundwave came to, to the sound of a door sliding open, energon sloshing about in two cubes, held in shaking hands, soft footsteps.  Knock Out.  Soundwave shifted, hoping to wake Megatron before Knock Out did. Those claws, still resting on his shoulder tightened, as the disoriented warrior took a moment to realize where he was.  Then, with more speed than was perhaps warranted, Megatron retracted his arm, folding it across his chest.

“Knock Out,” he sneered, displeased at the interruption.

“No need to stop on my account,” the little mech joked.  Probably not his wisest move, but it was hard to blame him.  Soundwave would have been nervous in his position too.  “Didn’t realize you two were  _together_.”  And there went Soundwave’s sympathies.  He gave a soft warning growl, which seemed to scare the hesitant japery off into the abyss where it belonged. 

“Er, anyway, I’ve brought an early morning boost for you.  High grade.  Primus knows you’ll be needing it.”  He offered a cube to each of them, and then nearly spilled everything when Soundwave’s data cables reached out to collect them.  Fortunately, Soundwave’s reaction speed was high.  Without spilling a drop, he eased a cube into Megatron’s softly groping hands; Megatron was quick to down the elixir.  Once transferring his own cube from his cable to his hands, however, Soundwave found himself reluctant to drink.  He didn’t like consuming fuel in front of others.  It was always harder to eat without a proper mouth.  Instead, he held the cube tight between hands, squeezing every so often with the right, in hope of forcing some dexterity into the weakened appendage.

Knock Out carefully ignored Soundwave’s rejection of his hospitality in favor of approaching Megatron.  “So?  How was it?  Bet you don’t get stuff like  _that_  down in Kaon.”

“It was . . . nice,” Megatron replied, impatience ever-increasing.

“Right, right.  Nice.  So anyway,” he laughed, failing to ease the tension.  “If you could come back to the operating room with me, I can boot up your new optics.  Hope you like them – red’s in this season, or so I hear.”

Megatron’s growl did even less to lighten the mood.  Knock Out continued, a bit faster.  “And from there, we’ll step out into the foyer.  Makeshift and Bludgeon and a couple others made their way up here.  I’m really hoping they weren’t followed.  But, err, they have some news to report or something.  Best get going.”  At last, he turned his attention back to Soundwave.  “Meet us out there.”

Soundwave nodded in response.

Once Megatron and Knock Out stepped out, Soundwave made quick work of his energon, shifting aside throat paneling and pouring the energon down, before making his way to the foyer.  As Knock Out had said, Bludgeon and five others were waiting.  They acknowledged Soundwave with a nod; he did the same.  The rest was silence until Megatron at last returned to them.

The new optics would take some getting used to.  Megatron’s optics had always been intense, conveying the passion and drive in his spark through their magnificent blue fire.  The red optics, while no less intense, seemed somehow ominous.  They were no longer the color of a powerful spark, of energon, of Cybertron itself, but of flame, of rust, of the Pit, the eternal Inferno.  They were striking and they were beautiful, but they wouldn’t likely garner him much sympathy with the peace-lovers.  Not that it mattered at this point.

“Lord Megatron,” Bludgeon acknowledged.  ‘Lord’ Megatron.  That was new.  The title seemed to please Megatron at least, judging by the way those new red optics of his lit up, the way the corners of his mouth quirked in the hint of a smile, the way his spark skipped a beat.

“Bludgeon,” Megatron nodded.  “I understand that you have news for me.”

“Yes sir,” came the barked reply.  Evidently, Bludgeon was taking this declaration of war quite seriously.  But he was nervous.  He was tired.  He was fighting to keep his frame upright.  Had he recharged at all last night? 

“As predicted, the senate has been quite proactive.  They performed a raid on the Underground last night, not long after you left.  They were shooting to kill too.  Took some prisoners.  The bots you see here are all I could find of my gang.”  Soundwave assumed that his ‘gang’ had been the bots that stuck with them all the way to the residence the previous night.  They stood now at half of their previous number.  Megatron looked rightfully horrified.

“I am sorry for your losses,” he said after a moment’s struggle.  There really were no words to rectify this situation, but Bludgeon seemed satisfied.  He continued.

“I don’t know what happened to the rest of the bots that showed up at the Crystal City yesterday, but I don’t got high hopes.  I hear Iacon was the hardest hit in the ensuing bloodshed.”

“The bloodshed?”  They had anticipated as much, but Megatron was still curious as to the details.

“Yeah,” said Bludgeon.  “It’s on the news.  After what happened last night, Decepticons the world over began rising up, and assaulting – well, pretty much everything, if it was backed by authority.  Police stations, race tracks, senate buildings – came out in full force.  Senate didn’t think we could mobilize so fast. 

“’Course, they struck back.  It ain’t just Iacon was hit.  Praxus and Nyon took a lotta damage too.  Mostly cities in the north, where the Decepticons ain’t got as much of a hold.  Still, we’re holdin’ strong.”

“For now,” Megatron said, his frown perplexed.  “But it won’t last long.  We are spread far too thin – we are many small enclaves hiding all across Cybertron.  While _they_ take bots from all across Cybertron and move them into a handful of locations – Praxus, Nyon, Iacon.  They can overwhelm us with numbers and pick us off, one city at a time.  Guerilla warfare will only get us so far.  We need to unite.  Set up strongholds in several key areas and transport as many of our own to those locations as we can.  From there we can move out, expand our influence and supply lines.”

“You’ve really thought this through,” Bludgeon laughed, though there was no humor behind it.

“I have,” Megatron responded, his demeanor still intense, still commanding.  “Our influence is strongest in the South, so that is where we should congregate.  Tarn, Tesarus, and Kaon.  We can wipe out Senate influence in those three easily enough.”

“Er, Sir?”  Needlenose had come forth this time, timid in Megatron’s overwhelming presence.

“Yes?”

“How are we supposed to  _get_  there?  All travel to and from Iacon has been blocked.  And Kaon’s on the other side of the world.  There’s no way we could get any decent number of us from one state to another.”

Megatron folded his arms, lost in thought.  “Indeed.”  Soundwave, however, knew the answer.

“Senator Ratbat: in possession of ground bridge.”

All optics in the room turned to Soundwave, many showing surprise to hear him speak for the first time.

“What’s a ground bridge?” Makeshift ventured.

Soundwave felt it was best to let Shockwave explain.

{{  A ground bridge; a scaled-down version of space bridge technology. }}

A twinkle of understanding glimmered in Megatron’s optic.  “So that’s how you were able to make it back before.  This may well be worth attempting.  Though I can’t imagine Ratbat will just let us waltz in and use it.”

“Senator Ratbat: already suspected of conspiring with Decepticons.  War has been declared.  Senator Ratbat’s position: under scrutiny.”

{{ I am here on behalf of my master, Senator Ratbat, to make a request of you. ; He will provide you with whatever you need to win. }}  said Shockwave's voice.  And then, in Blaster's, he added:

{{ He didn't accuse Ratbat.  If one falls, they both do; he woulda been a fool to squeal. }}

“Proof is had.  Recommendation: blackmail.”  Megatron did appear to be fond of the idea, though the others seemed a bit less so.

“Wait,” said Bludgeon.  “So the Decepticons  _were_  working with Ratbat?”

Though Megatron had long feared this moment, now that it had come to pass, it was not so terrible.  After last night, what was one more secret coming to light?  Let alone one so insignificant as this?

“It is true.  He provided us the weapons, the funding, the means of getting our revolution off the ground.  But he is fast reaching the end of his usefulness; we have more than enough power to turn the tide, to crush the arrogant little mech who dared to play with fire.”

The explanation was surprisingly persuasive.  Bludgeon and the rest listened intently, initial hostility, shock, and confusion giving way to calm acceptance the more Megatron spoke. 

“Well, we got here in the end,” Bludgeon said at last.  “Let’s ring every last drop of usefulness out of this guy, and then off ‘im!  If that’s fine by you, Sir?”

Megatron’s sneer was answer enough. 

“Soundwave, put us through.”

~~~

Ratbat had been agreeable enough.  Terrified, but agreeable.  He’d been out-schemed, he’d made an enemy of the Senate, and the poor guy just wasn’t ready to leave his gilded tower.  A little blackmail was all it took; he didn’t even fight back.

Which was, of course, reason to worry.

The ground bridge stood open before them, it’s warm green light beckoning Soundwave back into its embrace.  And yet nobody moved.

“Sir?” Bludgeon questioned, body straining towards the lure of the ground bridge, but not daring to move without Megatron’s command.

Megatron, however, was transfixed by that beautiful portal, it’s dancing green light reflected in the red of his optics.  His mouth was still pressed tight in a frown as he pondered, pondered and planned.  This was a big moment; he couldn’t approach it haphazardly.

“Ratbat was too accepting.  He’s planning something.  We should be prepared for a battle.”

“Yes Sir!” said Bludgeon, saluting.  Then, reaching into his subspace, he pulled out a sword nearly as big as himself, giving it an experimental swing with both hands.  Needlenose followed, pulling out a fairly substantial blaster; Makeshift's hands turned into blades.  Even Knock Out brought out a weapon, transforming  _his_  hand into a buzzsaw, much to Megatron's surprise.

“You’re coming too?” He asked, raising an optic ridge.  The flashy medic had made use of himself, but it was a little much to ask their lot to trust him in battle.  “It  _will_  be dangerous.”

Knock Out narrowed his optics, insulted by the words.  “No less dangerous than being a Decepticon in Iacon.  I’m getting out while I still can.”

“Very well,” said Megatron.  “Grab whatever medical supplies you think will be of use.  We can wait.”

“Yes sir!”

Knock Out scurried off to follow his orders.  Megatron meanwhile, seemed to come to a decision of his own.  He reached behind his back, into his subspace, the air hissing to fill the void that had opened just behind him. Shortly after, there was a quiet pop, signifying the closure of the dimensional pocket, and Megatron now stood, proudly cradling a fusion cannon in his arms, the very cannon that had lay dormant for years, gifted by Ratbat at the very start of their relationship. 

“Impressive weapon, Sir,” said Bludgeon, his sunken in optics gleaming.

“Yes indeed.  I’ve been saving this.  I wanted its first victim to be Ratbat himself.”  His spark pulsed with a dangerous fury, and he fastened it to his arm.  It wasn’t incredibly sturdy; he would need to further integrate it later on, but for now it would do.  For now, it made him powerful, more so than any other mech.

With the cannon on his arm, Megatron seemed to feel invincible.  He stood taller, wider, his energon rushed in excitement, optics burned bright, field flickered gleefully.  He was a magnificent sight, like a portrait of a mech marching to victory, made by some ancient artisan in the days of the last great war against the Quintessons; Soundwave couldn’t help but be entranced. 

But the moment didn’t last.

Knock Out was quick to finish his errand, and once in place, Megatron gave the signal.  He stepped forward, no fear nor hesitation in his demeanor.  He was proud, displayed a nobility far beyond his caste – more so than any noble could have expressed.  Where he went, mechs would follow, and follow they did.  As one unit, they walked through the ground bridge, through its warmth, its gentle hum, crossing one hundred miles in seconds.

Megatron and his allies stepped through the ground bridge, and when they emerged, it was straight into a ring of armed guards, all pointing their weapons at the tiny group.   

 


	13. Ratbat Tower

**Summary for the Chapter:**

> The Decepticons have been intercepted in their escape attempt, and Soundwave is back, once again, in Ratbat's clutches. But this time, he has Megatron.

**Notes for the Chapter:**

> Probably unnecessary at this point, but I felt I'd put one more warning for those Graphic Depections of Violence. Anway, do enjoy!

It was pointless to fight.  Armed though they were, the Decepticons stood at a mere eight mechs, most in some way damaged from the previous night’s bloodshed.  Ratbat’s soldiers outnumbered them three to one – better-armed and at full health.  The best way out would have been back through the ground bridge, but it had since closed behind them, trapping their lot in a ring of angry guards, aiming to kill.  Megatron’s crew was helpless before them.

There was a slight movement from the right, and Soundwave turned his head just in time to see Blaster step into the ring.  At Soundwave’s side, he could hear Megatron’s tanks clenching, his spark skip.  It was no doubt due to the newcomer’s appearance, and the similarities it bore to Soundwave’s. There were sure to be curious words later on.  But not now.

Blaster’s visor was down, and on its screen was a familiar silver face, sneering like a mech who’d already won.  “Megatronus, it’s good to see you.”

“His name is Megatron now!” snapped Needlenose, the bravest thing he’d said yet.

“It doesn’t matter what his name is,” Ratbat shrugged.  “He’ll be dead by the end of the day anyway.  Thank you for delivering him to me, Soundwave.  I knew I could count on you.”

Soundwave tensed, drawing back a step, unconsciously trying to hide behind Megatron.  It had been his idea to come here, his unique appearance was matched by Ratbat’s envoy, none of the newcomers knew him, save for what Megatron said about him.  All optics had shot to Soundwave, and even, he noted with dread, a few blasters.

“He set us up!” snapped Makeshift!  “Your slaggin’ spy set us up!  I can’t slaggin’ believe it!”

“He trusted you!” Needlenose added, optics full of fury.  “We all trusted you!”

“You complete monster!” Ratbat mocked.  “Your poor friends didn’t even know what hit them!”

Soundwave didn’t care.  There was no doubt in Megatron’s frame.  Megatron knew him too well for that. 

“Enough!” he howled, effectively silencing his own men.  When the room settled, his fierce glare fell on Ratbat.  His sharpened teeth ground against one another in a forced smile.  “Ratbat, have you forgotten what we know about you?  How we can hurt you?”

“You won’t have the chance,” Ratbat retorted.  “Besides, if I was working with you, why would I turn you in to the Senate.  They’re not going to believe you over me; I don’t care  _what_  kind of proof you’re harboring.  Some words spoken by Shockwave?  Perhaps Blaster?   _I_  have never uttered anything to incriminate myself, and that’s all that matters.

“And with you out of the way, we can put an end to your silly little notions of war, and get back to our regular old lives.  Won’t that be nice?

“Now,” Blaster waved his flimsy arm, and twenty-four blasters fired into the circle, letting loose a stasis field that even Megatron could not stand against.  As one, their unit collapsed to the ground, mechs falling atop one another, becoming tangled up in limp arms and twitching legs, heavy mechs crushing the lighter, sending a cacophony of shrieking metal and chaotic thuds into the air.  “Take them to the holding cells. Soundwave comes with me, of course.  Scattershot, bring him here.  Warpath, you come too.

The one called Scattershot approached the chaotic pile of Decepticons, and dug a few mechs out of the way until Soundwave was at last unearthed.  He was a hefty bot, grabbed Soundwave around the mid-section and hoisted him up over his shoulder as though he weighed nothing.  Under the effects of the stasis and his own injuries, Soundwave’s frame was too heavy to fight back.  Instead, he was forced to stare at his leader – helpless and half-buried under three more mechs, as the rest of Ratbat’s soldiers closed in, as Soundwave was carried away.

They climbed two flights of stairs before arriving at the elevator shaft, Soundwave unable to see anything save for what was at his back.  Ahead of him, he could hear the slow, uneven steps of Blaster, and the heavier steps of that ‘Warpath,’ whom he did not know, but had surely heard before, somewhere.

By the time he was dropped to the floor in Ratbat’s chamber, feeling was beginning to come back to his extremities.  His right arm remained dead, however.  He wasn’t surprised.

Ratbat sat in his oversized throne, his optics alight with glee – his favorite toy had been returned to him, his greatest enemy was set to be destroyed.  Why wouldn’t he be happy? 

Blaster moved around to stand at his left, and the pair of guards fell back towards the door.  Soundwave did not dare take his optical sensors off of Ratbat, however – the giddy rhythm of his spark, the way his fingers tap tapped against the arms of his chair. 

“At last, you are finally back where you belong!” he called out, his shrill voice slipping higher with excitement.

It was foolish to attack with armed guards in the room, but Megatron was already dead; he may as well be too.  Soundwave had nothing left to lose.  As fast as he could force himself, Soundwave stumbled to his feet, deploying his cables, and shooting for Ratbat’s head – he swung wide, before they doubled back, and locked themselves in his chest.  Strange.  Well, that route was out, but he could always charge him head-on.

 . . .

Three steps later, he was collapsing back to the floor.  What was going on?

“Soundwave,” Ratbat chided, “I can’t help but get the feeling that you’re trying to  _attack_  me!   _I_ , who gave you life!  I who raised you, who named you, who made you better than all others.  Surely you wouldn’t be so ungrateful, would you?”

Soundwave said nothing, shifting himself into a slightly more dignified position.  Ratbat had surely done something; he could just make it out – some sort of high frequency hum in the air, forcing its way through Soundwave’s helm, messing with the delicate circuitry of his brain module – had his hearing been at one hundred percent, he would have heard it sooner.  Try as he might, however, he couldn’t find the source.  Where was it coming from?

“Of course, that would be a supremely foolish idea.  You can’t hurt me Soundwave.  You  _physically_  can’t.  It’s in your deep coding.  I am your lord and master; your loyalty lies with me, Soundwave.  And you are a loyal mech, aren’t you?”

The noise was coming from within him.  Somewhere deep inside.  How long had that been there?  When had Ratbat found the time to program an inability to attack his creator within him?  It couldn’t have been the last time he was here.  Had it always been there?  Soundwave felt weaker than ever before.  What else had Ratbat done to him?  He slumped, head hanging in defeat.

“That’s what I thought.  No running away this time.  That was a very wicked thing you did, Soundwave.  But I know it won’t happen again.  You’re too loyal for that, aren’t you?  You’re a good mech.  I know you are.”

The words were degrading, and Soundwave wanted more than anything to protest them.  The idea of even pretending to obey Ratbat made his tanks churn and his processor ache.  But Ratbat had won, and Megatron had lost. What was the point in fighting?  Was Megatron’s memory worth the pain?

He hadn’t noticed Ratbat move forward, hadn’t noticed the miniscule mech reach out a hand, run it over Soundwave’s crest, stroking each spire with a gentle precision.  Soundwave leaned into the touch, and hated himself for it.  How disgusting he was, turning to this sick bastard the moment Megatron’s victory fell beyond reach.  What a disgusting little traitor he was.  He deserved to be a slave again . . .

Where had  _that_  thought come from?  It wasn’t his.  He could understand the despair at his previous turn as Ratbat’s captive – with Frenzy dead and Rumble gone, but why here?  He hadn’t lost yet.  He still had a chance for escape.  Shockwave had helped him last time; he was still unaccounted for.  There was still hope, so why?  Had Ratbat programmed this into him as well?  It was difficult to say.  He didn’t retain much in the way of memory from his old home.  He hadn’t been a real mech then, only a tool – mindless, unfeeling.  There was little to remember beyond pain, a few names and faces perhaps.  That was all.

“And even if you wanted to,” Ratbat continued, grip tightening, wrenching Soundwave’s head back until his blank visor met vicious, acid-green optics, “you’re not going to get any help this time.  I fired Brainstorm.  He’s not coming to set you free.  You’re mine now.  Forever.”

Brainstorm?  Who was Brainstorm?  And what did it matter?  Ratbat had somehow missed Shockwave’s treachery.  He couldn’t imagine Mr. Logic himself turning on Ratbat  _now_ , of all times, but it was still worth hoping. Hope was all that was keeping the thoughts of subjugating himself to Ratbat at bay.

“So let’s get you back in working order; what do you say, Soundwave?  Tip top shape.  No more of these confusing rebellious urges.  No more divided loyalties.  Just you and me, like it was before.”  His thumb trailed downward, feeling its way around the vents at the side of Soundwave’s face, before making its way to his chin, holding his helm in place.  Soundwave was terrified.

He shouldn’t have been.  Truth be told, Ratbat wasn’t a very intimidating mech.  He’d stood up to far more powerful senators just the previous night, and that was to say nothing of the powerhouses he bested every week in his coliseum days.  But through his wicked tricks, Ratbat had wormed his way into Soundwave’s nightmares – he’d taken Frenzy, he’d taken Rumble’s memories and Laserbeak’s mind; he was about to take Megatron, and now he wanted Soundwave’s identity.  There was nothing this mech, miniscule though he was, couldn’t take through his treachery.  Soundwave shivered, again angry with his own displays of weakness.

Far away, Soundwave heard something fall over, heard the crash and clatter of shattering glass.  He paid it no mind.  Ratbat was still stroking his helm, like he was some kind of pet.

“Good boy.”

And he played the part well, letting out a high mechanical whine, as though he’d just been chastised – as though he knew he’d done wrong and felt guilty over it.  He didn’t.  He didn’t, he  _didn’t_!  This was just whatever weird programming Ratbat had fitted him with, working its way through him.  He could already feel his sense of self trying to retreat.  No wonder he had little memory of his time here. 

He fought to hang on.

“Sir,” said one of the guards, hesitant, and more than a little unnerved.  It seemed he found Ratbat’s pleasures about as creepy as Soundwave did.

“What is it you idiot?!” Ratbat snapped back, his grip tightening on Soundwave’s throat, which his hand had been tracing soft patterns over moments before.  Soundwave tried not to choke.

“We’re getting reports of a ruckus downstairs.  It looks like some of the prisoners have broken free and are staging some kind of riot.”

It was Ratbat to choke on his own oral solvents at that.  “W-what?   _How_?!”

“We don’t know, Sir,” said the other mech.  Soundwave didn’t dare look at him.  “The cells just failed.  We need to get you to safety, in the unlikely event they make it this far.”

Ratbat was shaking, his plating flared and rattling against his protoform.  Heat wafted from that slight frame, hot enough to burn at Soundwave’s own where they were in contact.  _Someone_  was unhappy. 

On the inside, Soundwave was cheering.  Megatron would be here any moment – whether to save Soundwave’s poor, pathetic self, or to murder Ratbat for years of indignity at his hand.  He really hoped it was the latter. He didn’t think their relationship would survive the shame of Megatron successfully saving his life, like he was some kind of weakling.

“Ugh, very well.  Blaster: to your station.  Soundwave: come.  With me.”  He marched off ahead, and Soundwave crawled to his feet, ignoring Blaster, ignoring the guards, his whole attention honed in on that little ball of indigo.  That was, until he saw a flash of red.

The guard on the left – Soundwave  _knew_  him.  Tall, broad, armed to the tooth, and most damning, the barrel of a tank’s cannon rising proudly from his chest.  He’d seen this mech before – an omen of death and despair. He’d been there on that night so many years ago – had been the first of the tanks to fire on Kaon’s twelfth district, letting all hell loose on the impoverished population, and he had been there again, at Ratbat Holdings. His had been the gun to tear through Soundwave’s right arm – to end Frenzy’s life.

His mind was gone; his sense of self had fled with it.  Ratbat and Blaster and the other guard may as well have been invisible.  All that mattered right now was this devil of a mech, standing a few feet away, alive and well – as though he’d never caused the suffering of another being in his life.  Soundwave’s vision had been reduced to a field of red, red, red.  And in that moment, nothing could keep him from his revenge.

“Soundwave,” Ratbat hissed, “I said ‘ _come_!’”

Soundwave’s cables shot out, shoving that wicked red mech into the wall, hard enough to crack the thick crystalline structure.

“Soundwave, you idiot!  What do you think you’re doing?!”

Already, the other guard was charging, weapon drawn, while the surprised tank began to crawl back to his feet. 

Soundwave’s right cable found that second guard, found his throat, worked its way beneath the mech’s jaw, and let loose a powerful jolt of electricity.  The mech fell limp.  From there, it only took one heavy throw to send the mech out of the room and through the 50th floor window.  If he survived, it would be a miracle.

“W-what are you –”  Ratbat had never seen Soundwave fight before – not in person.  His bravado had been frightened away, and the tiny mech found that his trembling legs no longer had the power to hold him up.  He collapsed to the floor, inconsequential.

The tank, in the meantime, had recovered, and was charging Soundwave, and Soundwave met the brute with his cables, held at the shoulders.  He’d stopped Megatron in his tracks with a similar move; this mech stood no chance.  From there, he moved a cable to the same sensitive cluster of cables beneath the jaw . . .

It was armored – there was no getting through that.  Soundwave retracted his cables and leapt backwards to clear some space, and to prevent his opponent from grabbing hold of the sensitive appendages.  This was no problem.  He’d fought mechs impervious to his electricity before; he’d just have to get creative.

The barrel of that cannon was now locked on Soundwave; it was not exactly the place Soundwave wanted to be right now.  He needed to get in close, another place he preferred not to be – but this mech was lethal at long range.  Soundwave dodged the heavy blast by veering left and charging in.  It caught his right shoulder, but it was no big loss; the tank had ensured as much after their last encounter.  Soundwave didn’t so much as falter when the limb flew off somewhere behind him; he was close now, too close for the tank to use his cannon a second time.

With his opponent deprived of his primary weapon, Soundwave was quickly finding the mech to be useless at fighting.  That stupid barrel in the middle of his chest prevented him from getting much reach with his arms or legs – it was impossible for him to fight at close range.  Moreover, he was  _slow_  – Soundwave  _danced_  around him, striking at his back, at his joints, any place that appeared weak.

But what the tank lacked in offense, he made up for in sheer defense.  His armor was stronger than any Soundwave had encountered, and poking and prodding at targets that should have sent the mech crashing to the floor had no effect.  From the outside, this mech was impenetrable.

But perhaps not the inside?

Going in through the cannon would be suicide, but there was surely another way.  All mechs had to refuel, after all.

The tank managed to get a leg out, and around one of Soundwave’s own, tripping him up, and knocking the both of them to the floor.  Soundwave landed on top, just to the right of the barrel.  He could feel a burn in his leg – it had twisted out of place, trapped in a broken angle around the tank’s.  He’d suffered worse in his career, but the other mech still managed to recover first, and while he may not have had any external weakness, Soundwave very much did.

He couldn’t hold back the shriek, as the mech clawed his way into Soundwave’s rotting right side, the empty socket of his arm and decaying frame giving easily beneath the assault.  His frame was on fire, plaguing him with an incessant stream of error messages; his spark chamber had been breached, flaring beneath a fresh blast of air.  If the mech got a hold of it, he was done for. 

But while Soundwave was good at shrugging off pain, his opponent was not – how could he be when he so rarely must have experienced it?  The scream had weakened the tank’s grasp, leaving him momentarily dazed, and that opening was all Soundwave needed.  His right cable shot out and latched onto the mech’s mouth plate, ripping it away.

Much like Soundwave, the mech had no proper mouth.  But he did have a gaping hole for energon intake.  And it was just big enough for a data cable.  Taking advantage of his opponent’s distraction, Soundwave shoved his left cable into the opening and down, down, down until it could go no further. 

Soundwave had never killed another mech before – not like this, not face-to-face.  He took in the fear in the tank’s bulging optics once he had realized what Soundwave was about to do.  He took in the frantic energy with which that hand dug at his broken side, and the wild pulse of a spark that knew its end was near.  Had he been in his right mind, he may have felt remorse for the senseless loss of life.  But the mech known as Soundwave was long gone.  This tank had destroyed him on that night months ago, right alongside Frenzy.

Soundwave sent the strongest jolt of electricity that he could muster, and that tank writhed around him.  The tip of his cable was so near to the mech’s spark chamber, that he could  _feel_  the rapid pulsing as it overloaded – again and again and again until there was nothing left – until it imploded upon itself.  That hated frame fell limp around him, empty, dull, and Soundwave gave one more weak jolt, admiring the way the lifeless corpse jerked against him, as though it were alive once more, if only for a second.  He withdrew his cable, and disentangled himself from the empty husk, dragging his own too-heavy frame backwards, away, as he slowly regained his wits – slowly realized what he’d just done. 

He’d never killed another mech before.  Not in the arena and not during the revolution.  He thought it would have been more horrifying than this.  But he felt empty.  No guilt nor satisfaction.  Nothing at all.

“You monster!”

Ratbat was still here – had stood by and done nothing as Soundwave slaughtered his guards.  And now he was angry.  Soundwave may have been able to take on mechs three times his size, but he was helpless before Ratbat.

“What the frag has Megatron _done_ to you?”

 _Granted me freedom_ , Soundwave wanted to say.   _Given me a mind, a soul, feelings!  Things you never let me have._   But he had no energy for words.

“This is more serious than I’d thought.  We have to perform the operation right now.  You’re no good to me if you’re not docile.”  The little mech scurried over to where Soundwave lay, vicious fury in his optics.

Soundwave could only watch dully as Ratbat kicked out – dug the tip of his pede into Soundwave’s empty side.  Soundwave writhed, but no sound came from his vocaliser – not with Ratbat as the target of his fear and rage.  Instead, his hindered throat exploded in a burst of broken static, and his good leg kicked out along the ground, in a half-hearted effort to back away.  But there was no escape.

The little mech was on top of him now, and Soundwave could do nothing to stop those hands from prying at his screen, trying to tear it off, lay the naked mechanisms behind it bare for Ratbat to use and corrupt. 

A shriek of metal split the air as Ratbat tore the tip of Soundwave’s chin from the rest of his face, giving him the leeway needed to get at the rest.  His optical sensors, attached to the fragile display, shorted out, and the sound of crackling glass reached him at the same time as a sharp burst of pain – his screen had been cracked.  The mask had been bent at an angle, already separated enough from his helm for Ratbat to squeeze a tiny hand into the space left behind.  Soundwave whimpered to himself.  He wasn’t going to exist.  Ratbat was going to erase him – now!  When Megatron was so near!

But Soundwave had faith in Megatron, and it was not misplaced.

He heard the heavy hum of an energy weapon powering up, and felt the accompanying blow as a shot from a fusion cannon was discharged into Ratbat.  His aim was off; he merely grazed the small mech’s side, but the force of the cannon was enough to send the tiny mech flying, and to cave Soundwave’s half-empty chest further.  It was only willpower that kept him from screaming this time, though the pain was unreal.  Even  _he_ couldn’t ignore it.

But he was a less sorry sight than Ratbat, who had been reduced to screaming on the floor as though he were experiencing his first taste of pain in his multi-million-year life.  He probably was.

Soundwave didn’t need sight to know who had saved him.  He could picture it in his mind – there was Megatron, standing in the doorway – his right arm raised, the barrel of the still-whistling cannon fixed on Ratbat. He heard those gloriously heavy footsteps approach him, felt the warlord kneel at his side, reach out with a gentle hand, run a worried claw over the edges of his broken visor, his caved-in chest.  Megatron was worried – about  _him_.  It was both delightful, and so very wrong, Soundwave didn’t know how to feel, and judging by the wary flicker in his field, Megatron didn’t either.

However, they both knew what Megatron had to do next.

Megatron’s presence vanished from his side as he rose, as he crossed the room in the direction of the pitifully moaning Minicon several feet away.  There was a clatter as his foot connected with partially-melted side. “Enough!”

“Ow ow ow!  Don’t!  Please don’t hurt me anymore!”  And there was Ratbat, pathetically begging for his own personal welfare.  Soundwave wished he could see, if only so he could save a video file of the impending moment forever in his memory drives.  Instead, he’d have to settle for sound and try his hardest to reactivate his poor, overloaded optical sensors.

To Ratbat’s credit, his wild screams faded away to weak moans.  “H-h-how did you get out?” he stuttered.  “Who  _are_  you?  How were you able to break free?”

Megatron snorted.  “I thought you said it didn’t matter  _what_  my name was, did you not?”

“I –”

“But soon, it will be  _your_  name that will not matter.  It’s delightful, isn’t it?  I, a lowly miner from Tarn, shall go down in history as the mech who rose up against a corrupt government and fought for the freedom of the oppressed, and you, a regal senator from Iacon, shall be forgotten – deemed irrelevant by the future we’ve made.  Poetic isn’t it?”

Ratbat yelped.  “Please!  I’ll give you anything you want!  Weapons!  Money!  You name it – please, just don’t kill me!  I can help you!  I can  _join_  you!  Just please don’t kill me!!”

And Megatron, when presented with his long-hated oppressor – the mech who’s cruelty had triggered a revolution, the mech who had caused so much suffering in his long life, begging and pleading on the ground in a sad little ball of despair, could only laugh.  Once more, his cannon fired, and then, there was silence.

It didn’t last long.  Those heavy footsteps soon made their way back to Soundwave, pausing upon their arrival.

“Can you stand?” Megatron asked, voice stern and cold, but the words themselves were evidence of his concern.  Soundwave, unfortunately, couldn’t answer this question in any way Megatron would like.  Instead, he decided to read his damage report.

“Left leg: Operational capacity: 26%; Right arm: absent.  Optical sensors: operational capacity: 2%.  Caved-in chest: damage rating: 42%.  Chest – right side: damage rating: 72%.  Energon loss: 21%.  Overall functional capacity:  39%.”

Megatron’s energon was flowing faster, pressure building in his fuel lines, stress and fear ready to burst forth.  But when he spoke, he managed to keep his voice calm.  “I’ll take that as a ‘no.’  Come on then, up you go.” Megatron’s hands were on him, one braced on his good shoulder, the other on his waist, hefting him up, but as much as Soundwave enjoyed contact with Megatron, he had no desire to be carried.  He kicked out with his legs, trying to find his footing, trying to carry some of his own weight.  He heard a growl from deep in Megatron’s vocaliser.

“I understand how you feel Soundwave, but I need you to stop.  Shockwave was able to hack our cells and free us, and we took the ground bridge, but we can only hold it for so long.  Time is of the essence.” 

The words were sensible; Soundwave stopped fighting, allowed Megatron to carry him in his arms from the room, though his pride protested every step of the way – through the hallway, down a flight of stairs.  And that was when Soundwave noticed.

Time was of the essence, yes, but in leaving now they were leaving their enemies with one unacceptable advantage, one that he could hear with each activation of a comm in the vicinity, each security camera they passed.  He allowed a data cable to snake up, to tap Megatron on the shoulder in hopes of getting his attention over the sound of his own charging steps.

“Megatron: request.”

“Yes Soundwave?” he said without slowing down.

“Ratbat tower: security controlled by one mech – Blaster.  Blaster, Soundwave: abilities identical.  Recommendation: remove Blaster.”

This time Megatron did slow down.  “Are you referring to that red mech from earlier?  The one that Ratbat spoke to us through?”

“Affirmative.”

Megatron’s pace slowed to a brisk walk.  “Do you know where he is?”

“Affirmative.”

It took Megatron the length of the hallway to reach his decision.  The detour could spell the difference between victory and defeat, though which decision would merit which outcome was too difficult to say. 

At last, he came to a full stop.  “Can you guide me there quickly?”

“Affirmative.”

Soundwave’s vision may have been reduced to a thin, fractured line of indecipherable blue light, but he didn’t need to see to find his way, least of all in this place.  He could always find his way back to his room; it was one more part of his programming.  He boosted power to his audials, pulling energy from his optical sensors – he certainly didn’t need those now, and listened close as every step they took bounced back, guided them, mapped out their surroundings.  And he, in turn, pointed Megatron in the right direction.

Within five minutes, they were standing at the entrance to the doorway of what the building plan would have identified as a small storage closet.  Megatron set Soundwave back on his feet; he swayed slightly, but ultimately held up, favoring his good right leg. 

The room was locked, but that was not an issue.  Soundwave jacked a data cable into the security panel on the door.  It opened instantly beneath his touch, allowing him to enter the small space, Megatron at his back.

It was still barren as before – indeed a storage closet as the building plan had dictated, though instead of useless knick knacks, Ratbat preferred to store in here one state-of-the-art computer terminal, and two state-of-the-art surveillance mechs.

Blaster was still jacked into the terminal, but he had turned around, the clunky gears of his false face painting clearly the horror etched into its seams.  No doubt, he had heard them coming, but what choice did he have? There was nowhere he could run to, nowhere that was safe.  All he could do in that situation was follow his orders and try his best to remain helpful.  “Soundwave!”

He wondered what Blaster saw when he looked at Soundwave.  The bulkier frame, tailored for gladiator combat, perhaps?  Or maybe the cracked visor, busted leg, missing arm, and demolished chest.  Or maybe still it was the energon that trickled down his frame, most from his own injuries, some from those he’d inflicted on others; he surely looked like a beast straight from the Pit.  And he was willing to bet that Blaster saw it too, if the frantic pounding of his spark was any indication.

Still, despite his fear, Blaster managed to get some bite into his words.  “What have you done?!  I  _helped_  you, man!  Shockwave and I – we got you  _out_  of this place last time!  And then you do  _this_?!  I trusted you!”

Soundwave stepped closer, slowly, deliberately; his ruined leg allowed no more than that, but Blaster drew away, no less frightened for Soundwave’s weakness. 

“You killed Warpath!  I saw you!  You threw Scattershot out the window, and then you straight-up murdered Warpath!  You – you – I ain’t never seen anything so fucked up in my life!  What  _happened_  to you?!  I never knew Megatronus straight up made you into a monster!  I never woulda helped you had I known!”

Soundwave advanced further, at last moved to words.  “Megatron: not responsible.  Ratbat: responsible.”

“You killed him too, didn’t you?  Or got Megs to,” Blaster hissed.  “I know he wasn’t a great mech, but he was the one who gave us life!  He  _raised_  us, created us, made us better!  He didn’t deserve to die.”

“Negative.”

“Soundwave, hurry,” came Megatron’s stern voice.  For the first time, Blaster turned his attention to Megatron.

“You’re here to kill me too, ain’t you?”  There was a soft  _schick_  as Blaster at last withdrew his cables from the machine, holding them up as though to defend himself.  It was laughable.  “Look, I promise, I’ll stay out of your way.  I don’t like you.  Hate you even.  And I think your methods are gonna destroy Cyberton, but I don’t want to fight you.  You’re still my brother Soundwave, no matter how much of your spark you lost along the way.”

Soundwave hesitated.  He’d taken his first life today, an action that he never could have seen himself performing in the past.  But that mech had been vile, wicked, a bringer of death and harbinger of despair.  And the second mech he may have killed had been actively trying to attack him.  It had been self-defense, plain and simple.  But this?

Blaster wasn’t fighting back.  And moreover, he’d done nothing wrong.  Pit, he was as much a victim of Ratbat’s cruelty as Soundwave had been.  He’d had to survive years and years with the tyrant all by himself, without Soundwave to protect him.  And the fact that Ratbat had pampered him before meant nothing when there was no ‘big brother’ to experiment on first.  Pit, that pathetic excuse for a face that he wore was proof enough of that.

But Soundwave also knew that, if he left Blaster alive, the Senate would find him, and the Senate would use him.  A key that could open almost any door, a tool that could listen in on almost any conversation, a weapon that could destroy the Decepticons before they had a chance to see it coming, stealing their secrets, twisting their words.  The Senate already had every advantage in the war against the Decepticons.  They didn’t need a mech with that much power.

And so, Soundwave called up a lifetime of hatred and resentment – every memory he had of Blaster prospering while he suffered.  He recalled the pain he’d undergone as his spark had been cut into six parts, warped irreparably, only for Blaster to get off with five.  He recalled the many deprivations he'd been subjected to for Blaster's sake – the lack of food, of contact, of love.  And he recalled the loss he had felt when Ratbat had dug into his brain module and stolen his voice component – he would never sing again, never speak in his own voice, never string together a sentence with proper syntax . . . never be able to be what Megatron needed him to be.

And then, he’d been left abandoned, broken and tossed in a scrapheap to be smelted, while Blaster sat in his high tower and lived the privileged life he’d always known.

Soundwave’s cables shot out, and in a flash, the first had torn Blaster’s chest plate away, the weak metal caving easily.  And the second made contact with his spark, bursting through that molten energy until it dissipated harmlessly into the air, until that thin, light frame grew slack around him.  He withdrew his cable, and listened as the mech that had once been his much-despised brother collapsed to the floor, dead.

He should have felt it.  They’d been a split-spark at birth, two mechs created from one.  Blaster’s death should have echoed within his own spark, as Frenzy’s had, but again, he felt nothing.  Maybe his spark had taken too much damage, had been warped beyond recognizing itself within Blaster.  Maybe it was masked beneath the pain he’d been in since Frenzy’s death, maybe he’d grown numb to such things.  All he knew was that his twin was dead, and he felt fine – free even.  No Ratbat, no Blaster.  The hell he had grown up in had finally been destroyed. 

“Soundwave,” Megatron growled.  “We need to go.”

But Soundwave wasn’t quite done yet.  He jacked his cables into the terminal; it felt familiar, right, like he’d finally come home after a lifetime away.  He scrolled up through the last messages Blaster had sent. Warning guards that he’d been hacked, that the rebels were free, that Soundwave had taken out Ratbat’s mechs, that Megatron was coming for  _him_.  And on his HUD, in the building plan, he could see the position of the guards, many centered around the ground bridge, waiting in a cluster just outside the room.  And others were en route to his very location.

He had to get rid of them, make them go away.  After all, even Megatron couldn’t fight them all off with Soundwave weighing him down.  He used the computer’s memory banks to mimic Blaster’s comm signature and style, and sent out the message.

_“Megatron has left my terminal with Soundwave.  Guess they sparin’ me, but now they headin’ towards the panic room.  Ratbat’s hidin’ up there!  He’s gonna get ‘im!  Also, looks like we got more ‘Cons at the front gate.  I need back-up stat!  All available hands!”_

And just like that, the blips on the radar began to move away, clearing a path to the ground bridge for Soundwave and Megatron. 

“Soundwave, are you quite done?  Shockwave’s giving us ten minutes to get down there.”

Soundwave withdrew his cables and turned back towards Megatron.  “Affirmative.”

~~~

They met no resistance as they descended the thirty-nine flights of stairs, Megatron racing as fast as he could manage with Soundwave wrapped in his arms.  As much as he despised the position, Soundwave was grateful for it.  He had more attention to devote to listening for guards this way, and for internal repairs.  Already he was beginning to see blurry, cracked shapes with his slowly-healing optical sensors.

And when they at last reached the bridge room, Soundwave was able to stand on his own two feet and help Megatron take out the scattered guards still trying to bust down the heavy doors.  Shockwave was waiting for them on the other side.

“Is this the last of you?” he said, disengaged as ever.

“Yes,” Megatron acknowledged.  “Ratbat is dead, as is a mech known as ‘Blaster.’”

Shockwave hesitated for a moment, a flicker of remorse in his spark.  Interesting.  But his voice was detached as he continued. “I see.  That is unfortunate, but inevitable.  Hurry through the bridge.  I’ve set it to explode behind us.  A pity, but a necessity nonetheless.”

“Very well,” said Megatron.  “Let us get out of here.  I’ve had my fill of this place.”

“Agreed.”

And finally, after the horrific lifetime of the past three days, Soundwave was going home.  Back to Kaon, and his Symbionts, his house and his room and his terminal.  But he was not so foolish to believe that everything would be unchanged.  In their absence, the world had been turned on its head.  Megatron had left, a two-faced warlord, proclaiming peace to the world while fighting underground against the tyranny of their oppressors.  But now, he was in his rightful place, leading the war to end all wars, their revolution out in the open where it belonged. 

The years ahead would be terrifying, full of change and uncertainty, but Soundwave couldn’t help but anticipate it all the same.  After all, anything was better than Iacon.

With no more time wasted, the three mechs stepped through the ground bridge and into their new future.

 

**Notes for the Chapter:**

> All righty! The set-up is complete. Now it's time to move on to the actual war. Woo hoo!


	14. Fresh

**Summary for the Chapter:**

> Soundwave finds that much has changed since he fell asleep.

Soundwave’s sleep was restless, his mind – scattered to the winds.  He saw images – good things, horrible things.  He saw Frenzy, heard him laugh, felt him sleep comfortably in his bed at Soundwave’s right shoulder.  But then Frenzy was gone, replaced with Warpath’s lifeless husk, twitching around his data cable.  He saw Ratbat – a gaping hole in his chest, energon trickling from his mouth, optics burning white – he was chasing Soundwave down, trapping him in a corner, tearing him limb from limb.  And then, that faded away, and he was at the Grand Oratory, restrained by his own lack of a body, while Megatron was pinned down by an army of hungry senators, touching him, taking him; Soundwave tried in vain to cry out.

He saw Optimus Prime, and Starscream, Blaster and Ravage and Octane.  A thousand faces coming and going, as he remained static, exhausted, begging for a moment of peace.  And still, the bots kept coming, no rhyme nor reason to the order.

He was lying on Megatron’s recharge slab, his leader above him, spark bared, pressed close to his own, while deft hands wandered his frame, sweeping lower and lower . . .  And then he was in Scrapper's Scrap Yard, half-dead and unmoving, while some sort of corrosive liquid dribbled down on him from the earthen sky of the Underground, burning holes in his flimsy plating.

He didn’t know how long it carried on for – far longer than it had any business in doing, at least.  Soundwave wanted to wake up.  He wanted to get out of this terrible dreamscape, and back in his own body, his own head, the real world, where everything was awful, but at least made sense.

And then one day, he got his wish.

He didn’t realize that the empty, purple ceiling high over his head was real until it had remained static for a few hours.  And even then, he wasn’t entirely convinced until the distinctive whirr of Laserbeak’s tiny engines reached his audials, until that little ball of excited energy planted himself on Soundwave’s chest, hopping up and down with a happy chirp.   _That_  felt real enough. 

Laserbeak was soon joined by Ravage, and Buzzsaw, and Rumble, all looking down at him as though they’d seen a ghost.

“Boss?” Buzzsaw ventured.  “Is that . . . really you?”  Perhaps they had.  Whatever they saw when they looked at Soundwave was enough to make them uncomfortable.  Something was wrong.

Soundwave nodded, surprised by just how difficult such a small gesture turned out to be.  But the joy on his Symbionts’ faces had been worth it.  He felt lighter than he had in months, and internal diagnostics told him that particular feeling wasn’t just glee. 

His body had shrunk, broad chest, powerful arms, and heavy gladiator plating all reduced, made thin and flimsy and hollow, and my, hadn’t his arms gotten long?  It seemed that he’d undergone his frame change while he was out, though he couldn’t quite remember requesting such a thing be done, a fact that was particularly jarring, as he realized he’d been saddled with an unfamiliar alt mode.  And that was to say nothing of the mystery coding clogging up the back of his processor.  He’d have to run a diagnostic on that . . . once he had more energy.

Besides, who had time to care about nonconsensual, life-saving frame upgrades when there were four happy Minicons sitting on his chest?  They’d probably be a better source of information anyway.

“We were really worried about you, Boss,” Buzzsaw continued.  “You’ve been out for two months now.”

Somehow, Soundwave was not surprised by the news.  His sleep had been long, and his body, unresponsive.  He waited for further explanation.

“Shockwave had to build a new body for you from scratch!”  Rumble did not disappoint.  “We were scared to death when you came through that ground bridge.  We didn’t think you’d make it.  Shockers said something about some kind of infection reaching your spark chamber and that – er . . .”

“Your old frame was basically irredeemable.  He kept a few bits here and there, but he ended up melting down anything that was non-essential.”  Ravage shuddered at the image his own words created.  “I guess, for what he had to work with, he did a pretty good job.  You look almost the same as you did before.”

“Just smaller,” Buzzsaw chimed in.

“A lot smaller,” Rumble helped.

“And with kinda weird arms,” Buzzsaw added.

“He didn’t use your old alt mode, so we’re not gonna have to be reformatted back into cassettes again.  Well, Buzzsaw and Laserbeak and I, anyway.”  Ravage ignored the wicked look Rumble shot him.  “You’ve still got some space for us, it looks like,” he continued, “though I think it’s gonna be a bit tight.  Especially for the birds.  And Rumble’s gonna have to upgrade at some point.”  This time, he hopped to the ground, just in time to avoid an annoyed swat from the mech in question.

“You’re probably wondering about the war though.”  Buzzsaw moved in to take Ravage’s vacated position at the crest of Soundwave’s head, peering upside down into Soundwave’s visor.  The little bird wasn’t wrong about that.  The last thing he could remember, prior to the barrage of nonsensical images, was being held in strong arms, and carried through the warmth of the ground bridge, its soft buzz and gentle vibrations lulling Soundwave’s battered frame to sleep.

“Megs is fine,” Rumble said, scooping Laserbeak into his arms to steal his much-coveted chest-seat.  Annoyed, Laserbeak pecked and poked until he was released, flying overhead to perch on a high shelf and fluttering his wings in frustration.

“He’s been busy lately, leading the Decepticons and – err – y’know, whatever else he does.  Making fancy speeches, telling bots where to go and what to do.  Leader stuff.”

“Informative,” Buzzsaw squawked.

“Shut up!”

“For  _actual_  information,” Buzzsaw continued, his energy field alight with laughter, “we’ve been securing cities.  Kicking out all senate influence, and establishing our own bases, sending in reinforcements, setting up supply lines, and so on.  Unsurprisingly, we’ve already claimed Kaon, Tarn, and Tesarus for ourselves.  Vos is next, though that one’s gonna be a bit of a challenge.”

Indeed, it would.  And an odd choice for so early in the war.  Adding the might of the Vosian Aerial Academy of Seekers would no doubt be beneficial to leveling the playing field between the Decepticons and the Senate, but Soundwave felt their efforts would be best spent picking off easier targets.  Helex was probably a safe bet.  Why on Cybertron had Megatron chosen to go with Vos?

Buzzsaw wasn’t done yet, however.  “We’ve also been evacuating as many mechs as we can from cities with a strong Autobot influence.  Iacon is lost for now, Stanix, Polyhex, Altihex, Uraya.  Nyon’s out, and Praxus is looking pretty bad.”

Soundwave, with some great effort, managed to cock his head.  Buzzsaw had mentioned something called an ‘Autobot.’  That was a new term.

“It’s the Senate mechs,” Ravage said, hopping back up onto the slab, and planting his large, cat self into Rumble’s tiny lap, much to the latter’s irritation.  “Optimus Prime,” Soundwave sneered at the name of that much-hated mech on Ravage's tongue, “decided that their lot would need their own name to rally behind, and a new image to go with.  The Autobots,” he said, voice high and jeering.  “Sentient robotic autonomous lifeforms – fighters for peace and freedom.  What a laugh!"  He demonstrated what he thought of that with a sharp bark that was anything but joyful.

“Still,” he continued, curling up and laying his head on his paws, “whatever he’s telling the masses is working.  Bots are flocking to Optimus Prime and his ‘words of wisdom.’  More like naïve drivel.  Everything he knows about revolution he learned from Megatron.”

Far away, Soundwave’s fists clenched, or they tried to, at least.  Whatever he had for hands now didn’t feel right – far too delicate, thin, and spindly.  It was probably best to avoid throwing any punches with hands like these – not that he’d be able to when his arms were as long as they were.  What kind of frame  _was_ this?  Thin and hollow – it almost seemed like it was made for flight.  But that was preposterous!  Soundwave was a ground frame.  Ground frames did not become flight frames.  That was not how sparks worked!

“Oh yeah,” Buzzsaw chirped, but the joyful sound held a dark edge to it.  He’d been putting something off.  “There’s probably one more thing we should tell you.”

Soundwave didn’t miss the warning glare Rumble shot the little bird, but Buzzsaw was unswayed.  “So – err, Megatron’s got a new friend we should probably warn you about.  I don’t think you’re gonna like it.  Pit,  _I_  really hate the guy, but I’m not Megatron’s best friend/right-hand mech/future sparkmate, so . . .”

Whatever Buzzsaw had wanted to say, however, was put on hold.  Heavy treads approached the door – too clumsy to be Megatron’s, but familiar all the same.  Shockwave, perhaps?

“It seems you’re awake.”  Yes.  Shockwave.  That voice was unmistakable. 

It wasn’t Shockwave’s style to ask questions like ‘how are you feeling?’  Instead, he leapt right into the tests.  The Minicons moved from Soundwave's chest to stand guard at various points around the room as Shockwave first ran a full-body scan, followed by some more intimate poking and prodding, bending joints, testing the solidity of plating and protoform alike, and a whole lot of empty staring, which Soundwave could not determine the purpose of for the life of him.  Damned if it wasn’t incredibly uncomfortable though.

The examination lasted far longer than Soundwave would have liked, but eventually it did come to its end.  A holographic datapad appeared before Shockwave’s optic, and he ran a finger over it, checking boxes and writing notes.  “It seems you are integrating well with your new frame.”

Thank goodness for small mercies.  Soundwave was feeling somehow ungrateful.  Perhaps he’d just been stuck to a table for too long.  The mystery coding was urging him to get up and move, and it was making him quite antsy.

“It will still be a few days yet before you are able to get up and move around, and I may put you back under very shortly – you need your rest.  But I am certain that there is much you are curious about, and it is my desire to decrease stress for you to the best of my ability.  An anxious state of mind is not conducive to a swift recovery.  Is there anything in particular you would like to know?”

There was much Soundwave would like to know.  So much, in fact, that he couldn’t figure out how to vocalize it.  Thankfully, Shockwave seemed to pick up on his distress.

“Apologies, that was thoughtless of me.  Instead, I will give you some information about your new frame.” 

Soundwave nodded, grateful that there was one less decision he needed to make at the moment.  Even after three hours awake, his processor was beginning to feel a bit foggy.

“Your helm and its components were carried over from your old frame, as were your data cables, and of course, your spark chamber, but the rest is brand new.  I tried to emulate your original intended form to the best of my capability, while working in the new coding, and keeping in mind the need to fight.  There was no helping the arms, but your equilibrium stabilizers, basic movement patterns, and audio equipment should all function the same.

“Of course, the heavier weight class was weighing on your spark, so I have had to downsize – further so for your high-performance alt mode.  I chose the lightest weight flight frame available for your size-class – a passengerless surveillance aircraft, two point five tons, top speed: 250 kliks per cycle – not incredibly impressive, but it is the stealth features that I felt were appropriate.  It flies with surprising silence – perfect for, as the name would imply, surveillance, if that is your need.  I have included some light weaponry as well – two generic, aerial class photon blasters, I thought to add a sonic bomb as well, but as you were not particularly well-armed before, I have chosen to fit you sparingly.

“As for your root mode, you’ll notice that your armor is much thinner, and your frame more fragile.  This was unfortunately a necessity – but having seen you fight, you’ve always been very good about avoiding direct hits to your main mass.  What I  _have_  noticed is your tendency to block with your arms, and have thus chosen to reinforce your arm plating, which will become the wings of your alt mode.  They are able to withstand blows up to twenty-five tons of force without taking damage.

“Your Symbionts will slot into you in the same configuration.  It is less elegant, but practicality is more important than aesthetic value.  Once I have time, I will upgrade Rumble to share a slot with Ravage.  In fact, it might be best to upgrade them all.  Your alt mode can only carry a maximum of two tons, and still maintain unhindered flight.  And take care that you don’t lift too much with your cables.  Their strength remains the same, but the strain on your body will increase.  Ideally you shouldn’t lift more than three tons – or a little more than a standard-sized mech.”

Shockwave certainly liked to gush about his projects; he was clearly proud of the work he’d done on Soundwave.  And Soundwave, for his part, didn’t feel much like complaining.  Shockwave’s decisions had been logical, and Soundwave appreciated the thought behind each of them.  He never realized that the mech had seen him fight before, let alone with enough frequency to make inferences about his style of combat, but Soundwave appreciated it.

What he couldn’t quite wrap his head around, however, was the flight frame.  How had Shockwave managed to work out its intricacies?  Was it functional?   _Why_  a flight frame?  Soundwave certainly hadn’t asked for one.  It seemed inappropriately illogical.

But there would be plenty of time to ponder over that.  His strength was fading with each passing minute, and there was still so much he wanted to know; so much he wanted to do.

“Megatron,” he said, voice dry and crackling, more so than usual.

“What about him?” Shockwave asked.  Smart though he was, he wasn’t very good at understanding Soundwave’s stunted language.  Soundwave missed Megatron.   _Megatron_  never had difficulty in understanding him.

“Where?”

This time, Shockwave seemed to understand.  “Megatron is at our primary headquarters in Kaon.  We are at my laboratories in Tarn.  Travel is no problem if we use the ground bridge, but I cannot allow you to leave just yet.”

“Request: Megatron to Tarn.”

Shockwave, most infuriatingly, shook his head.  “It is my belief that seeing Lord Megatron may be a bit too much excitement for you at the moment.  I would hate to pull him away from his duties only to have you be asleep by the time he arrives.”

A soft growl formed deep in Soundwave’s vocaliser.  He wanted to see Megatron.  Shockwave  _didn’t_ want him to see Megatron.  And he was in no mood to be defied.  He struggled to sit up, even managed to get his helm a few feet off the table, before his body gave out and he collapsed backwards, hitting his helm with a sharp clang.

“Please refrain from trying to get up.  Your frame is fully-integrated, but it still remains fresh.  You don’t have the strength yet for such actions, and I would rather you didn’t hurt yourself while trying.”

It may have been immature, but Soundwave couldn’t stop the sad sigh from escaping his vents.  He couldn’t fight Shockwave off, his optical sensors were beginning to flicker, and Megatron probably wouldn’t want to see him in such a state anyway.

But he didn’t want to sleep yet.  There was still so much he wanted to know, wanted to do.

“Shockwave: inquiry?”

Shockwave looked away from his data pad, optic dilating to focus more sharply on Soundwave’s face.  “Make it quick.  I need to put you back under.”

“Shockwave: offered assistance; helped Soundwave escape.  Twice.  Actions: illogical.  Still, Shockwave: offered assistance.  Why?”  Truth be told, Soundwave had been wondering this for a long while, but he’d never had the opportunity to ask.  He knew that Captain Logic had cut some kind of a deal with Megatron, but he couldn’t imagine what a poor guttermech could offer that a senator could not.

Shockwave returned his attention to his datapad, marking away once again.  “Before I answer, you should understand that I had been employed by Senator Ratbat under the table for the past two thousand years.  You should also know, given my appearance and history, without his support, I would have ended up in the Underground, much like yourself.

“I admit, that after two thousand years, I was beginning to grow disgruntled, particularly in the last fifty years or so.  The senator had been making increasingly unwise decisions towards the end of his career.  It was his fear that led him to attack the Underground, which gave the revolutionaries a tragedy to rally behind.  And then it was him again, to provide these revolutionaries with the weapons they needed to eventually destroy him.  His treatment of you was equally grating.

“By the time Megatron approached me, I was already looking for a way out.  Still, he was very convincing.  He asked me to come on as his chief science officer, promised to grant me the freedom to perform my research as I saw fit; the funds we could requisition from Ratbat’s estate. 

“But most importantly, he offered to teach me to fight.  We both knew that war would be coming – Ratbat had seen to that.  And I would be helpless – picked off by one side or the other.  As much as I dislike chaos, I knew that, if I was to survive the coming days, I would have to be capable of defending myself.  Is that an adequate explanation for you?”

Soundwave didn’t answer.  Shockwave’s deep, monotonous voice was easy to fall asleep to.  He held out for the extent of the story, held out until he could feel Laserbeak and Buzzsaw slot into his chest, until Ravage and Rumble curled up at his sides, but he could hold out no more.  His optical sensors disabled themselves, and he fell into a deep and at long last, comfortable slumber.

~~~

Soundwave spent the next several weeks drifting in and out of consciousness, as his body continued to recover and reintegrate with his spark.  At least his dreams were coherent now.  Almost to a waking degree.  And strangely full of Ambassador Starscream for some reason.

 _“You think_ all _Vosians are born with flight frames?”_  he said in one dream, folding his arms in a huff.   _“Of_ course _we know how to convert grounders to fliers.  We’ve got some of the best minds in the world.  Jetfire, Brainstorm, Skydive.  It can be done.  Have Shockwave double check it if you’re not sure.”_

Or in another dream:  _“I’ll give you Vos, I’ll give you wings.  And in return, all I ask, is the opportunity to serve_ you _.”_   There was an almost flirty way to which he said the final word.  It made Soundwave’s plating crawl.

 _“What do you think, my Lord? Have I not served you well?”  “I do wish you’d stop pining over what's-his-name and focus on the greatness that stands before you_ now _.”  “Senator Ramjet is being intransigent.  What we need to do is invade.  The best way to claim Vosian sparks is to take them by brute force.”_   And so on.  Soundwave was beginning to wonder if they were not dreams, but rather the memories of his Symbionts shared over the bond through their connection.  Did that mean that Starscream was here now?  It  _would_  explain a few things.

A lot of things.

Scrap.

Soundwave couldn’t say whether he trusted such a mech – not without having spoken with him in person, but he had no doubts that he was bad news.  Though he’d never admit it, Megatron was in a vulnerable state right now, after all that he’d been through.  And from his performance at the Grand Oratory, Soundwave at the very least knew that one: Starscream was predatory, and two: Starscream was very much interested in Megatron.  There was no way this could end well.

Jealousy?  Who could think of jealousy at a time like this?

. . .

Not Soundwave, that was who.

~~~

It took three weeks for Megatron to finally pay him a visit, frame tired and spark grumpy as he trudged down the halls of Shockwave’s laboratory with Laserbeak perched on his shoulder, fluttering his wings proudly. Soundwave could hear them coming from across the building, so noisy were they.

“Lord Megatron, I really must protest,” Shockwave said, stumbling backwards as he tried to put himself between Megatron and his destination.  “The subject is still recovering.  I would prefer to avoid allowing him to experience too much excitement.  He still tires easily.”

“Soundwave remains my most valuable asset, and he’s been benched for far too long.  I told you to inform me the instant he woke from stasis; now I find that he’s been online for three weeks now, and not a word to me.”

“He needs his rest.”

“He can rest after I speak with him.”  If Shockwave had another protest, he didn’t have time to make it.  Megatron threw open the door, and strode into the room as though he owned it.  Once his optics fell on Soundwave, however, his demeanor changed.  His spark skipped a beat – fear, sorrow, surprise all raced through him, forcing his energon to flow faster, forcing his EM field to flare. 

But that was not all.  Soundwave noticed the soft whirr as his optics dilated, the light shudder of his plating, the way his tongue slid along his fangs, as he tried to keep himself from salivating.  This was desire, more so than Soundwave had ever felt from his lord before.  He wasn’t sure how to feel about it.  Flattered?  Frightened?

Mercifully, Megatron was quick to regain his composure.

“You’re awake,” he said.  His tone was the same neutral growl he usually spoke with, but there was relief in there as well, buried far beneath layers of posturing.  Perhaps if Shockwave left, he would be more honest?  With all his might, Soundwave tried to will Shockwave to go away.  Alas, the bastard couldn’t take a hint.  “How are you feeling?”

“He is doing quite well,” Shockwave answered for him, much to Soundwave’s irritation.  “There have been no lingering difficulties in the frame overhaul.  The infection has been eliminated, and his secondary systems are running at full power.  Integration is at 76%, but overall functional capacity is at 89%.  There are, however, some blank spaces in his spark that I was unable to mend.  I am uncertain as to whether they are from the loss of a Symbiont, or if they are a side effect of the infection coming into contact with his spark chamber, but I would prefer to keep him under observation until I am certain.”

“Shockwave,” Megatron growled, “did I ask you?  Or did I ask Soundwave?”

Shockwave paused, giving the question some thought.  “Apologies.”

“Soundwave?”

To be honest, he wasn’t really sure how he felt, certainly not in a way that he could vocalize.  He gave a shrug, or his best approximation of the gesture.  These new arms were difficult to work around.

A shrug would not be enough to satisfy Megatron, however.  “Can you stand?”

Shockwave’s vocaliser clicked to life, ready to provide the answer, before remembering himself.  It was shame.  He probably could have answered the question better than Soundwave could have.  After all, Soundwave hadn’t even attempted to stand yet.

But Megatron was watching him now with pity in his optics, and Soundwave couldn’t stand the idea of being seen as feeble – not here, not with this mech.  A shrug wouldn’t cut it, and damned if he’d let Shockwave speak for him.  He was going to stand.

Of course, standing would be much easier if he could get his stupidly unwieldy arms to help him off the table.  Of all the changes he’d undergone in the overhaul, this was going to take the most getting used to.  Instead, he had to rely on his data cables to prop him up, turn him around, and get him standing on his own two feet.

That was the hardest part, however.

Once up where he rather preferred to be, he found that standing was quite easy.  His balance was good and his legs, surprisingly sturdy.  He even managed to walk around the room without stumbling once.  He probably looked like an idiot to Megatron, but it felt far too nice to be moving again for him to stop himself.

Indeed, Megatron laughed, a relieved, sorrowful sound, but Soundwave chose to ignore the emotional baggage, and focus on the action itself.  For the moment, Megatron was happy, and Soundwave had caused him to be so, which, in turn, led to his own happiness.  He made his way over to Megatron, feeling quite proud of himself.

Soundwave’s height hadn’t changed much at all, but somehow, Megatron seemed bigger than ever.  One hit from this juggernaut would tear him apart; it wasn’t a particularly pleasant thought.  And even though he knew Megatron would never intentionally hurt him, even though he knew Megatron trusted him above anyone else, even though he was Megatron’s oldest and dearest friend, it was difficult not to be intimidated.  Especially when a hand larger than the entirety of Soundwave’s head reached out, wrapped itself around his shoulders, drew him in closer, until the pair stood flush against each other, Soundwave’s head pressed against Megatron’s badge – the Decepticon symbol – Soundwave’s face right there, engraved in Megatron’s chest.  That was new.

“It is good to see you again, Soundwave.  Your presence has been missed.”

Soundwave very much wanted to return the half-hug they were locked in, but his arms were too awkward to move into the position well.  Instead, they hung motionless at his side.  It was probably for the best.  Megatron wasn’t the hugging type anyway.

“There is something I would like to ask you.”  He relinquished his hold on Soundwave, just enough to give them space to make eye contact.  “We have known each other for a long time, Soundwave.  And no one has shown as much loyalty and devotion to the Decepticon cause as you.  You are my equal, if not superior, in strength, in intelligence and wisdom.  And therefore, I feel it is only right to come to you first.

“I want you to be my second in command.  My general.  Should anything happen to me, I want it to be you that takes my place.  Will you accept?”

It was all very flattering.  Soundwave’s spark began to pulse faster, stuttering every few beats as he gazed into those passionate, honest red optics.  There was nothing he would have liked more than to sit at Megatron’s right hand, where he rightfully belonged – to command troops in Megatron’s name.  It was perhaps the greatest declaration of trust and commitment Megatron could have given him.

But then reality hit.

Second-in-command would be a coveted position, no doubt – he’d be in direct competition with sly mechs like Onslaught, powerful mechs like Lugnut.  Normally, he would not have feared such challenges, but Soundwave wore a new frame.  He didn’t know its limits.  He didn’t know how well it could fight.

And besides, while Megatron had espoused Soundwave’s virtues of commitment, strength, and intellect, even  _he_ couldn’t deny that the poor mech was a bit lacking when it came to charisma.

“Soundwave: not a leader.”

Megatron released his hold on Soundwave, stepping backwards, passion transforming to scrutiny.  He hadn’t expected Soundwave to refuse him.  “Perhaps,” he said at last, deflating.  “But the offer remains, nonetheless. Perhaps you’d like to test the limits of your new frame first, before making such a decision.  A sparring match would be fitting.”

Soundwave always did love how very perceptive Megatron was.  But it was at this point that Shockwave stepped in.

“I must protest.  Soundwave has only just started walking again.  It would be unwise to stress his frame too much this early on.”

Again, Soundwave wished that Shockwave would stop presuming to speak for him.  The idea of sparring with Megatron after so long, new body or no, filled him with an excitement that he never thought he’d see again. He wanted to do this.  He wanted it so badly that his feelings decided that they needed to manifest themselves as a small whine.  Also, a step closer, just for extra effect.

But Megatron seemed to be giving Shockwave’s stupid, traitorous words undue consideration.  “I suppose you have a point.  It would be a shame to keep Soundwave bedridden any longer than is necessary.  I will yield to you this time, Shockwave.”  Despite his words, he did reach out to Soundwave with a clawed hand, offering a reaffirming squeeze to his at-last-uninjured right shoulder.  The metal was completely unyielding, but Megatron didn’t seem to mind.

“One week.  I will postpone this match, and my decision by one week.  I expect Soundwave to be back at one hundred percent by then.  Is that feasible?”

Soundwave didn’t want to wait another week.  He’d been on his back for far too long.  He wanted to move.  He wanted to explore his new body, in ways that he could not achieve while lying flat on a slab in a poorly-lit laboratory.  He wanted Megatron to stay.  He whined again, but all that accomplished was a warning growl from Megatron, and the loss of those lovely claws on his shoulder.   _That_  was enough to shut him up.

And just in time for Shockwave’s reply.  His finials twitched back and forth, as they seemed to do whenever he pondered over a particularly difficult problem, and his head seemed to sink into his frame.  No doubt he was running scenarios in his mind, analyzing the risks versus benefits, estimating calculations, working hard.  It was nice to hear that in his frame and field.  A real mech was much easier to stomach than some creepy avatar.

But at last, the twitching finials stilled, and his frame straightened out, arms falling to his sides.  Shockwave had his answer.  “I’ll see what I can do.”

~~~

Shockwave hadn’t been pleased about his new deadline, but Soundwave was beginning to take joy in Shockwave’s displeasure.  The mech was grating, heartless, and far too presumptive, especially where Soundwave was involved. 

They’d moved on to physical therapy first, with Soundwave walking a little more every day, flexing his arms, his spindly fingers, his data cables.  He was getting stronger – not to the extent that he was accustomed to, but at least to manageable levels.  Even operating those unwieldy arms was becoming second-nature to him.  They were awkward, and not incredibly flexible, but they did have nice reach, and Soundwave could easily see himself weaponizing their narrow edges in combat.  And though he had never been much on aesthetic value, even he could admit that there was a certain elegance to them.

One week passed in a flash, and finally, Soundwave stood in the center of the Kaonian 12th District Underground Coliseum, facing down the undefeated Megatron – this was the very spot where they had first met, all those years ago.  Soundwave couldn’t keep the happy memories from bubbling inside him.  Forget the war;  _this_  was where he wanted to be.  Just him and Megatron – their strength pitted against one-another.  Nothing to worry about but the next blow.

Now if only Shockwave could remember that he’d left his Bunsen burner on, or that it was time to feed his specimens.  Anything to get him out of the arena and away from Soundwave.  He could all-too-easily imagine Shockwave stepping in if the fight became too rough.  Non-fighters didn’t understand.

At least he made himself useful by calling the start of the battle.

Soundwave began as he always did, by leaping away, putting as much distance between himself and Megatron as possible.  He couldn’t help but take glee in the fact that a simple jump had sent him higher and farther than ever before – his flight coding seemed to kick in the moment he was in the air, directing his arms into the best position for maximum lift.  Even Megatron paused for an impressed smile.

And then that powerful mech was charging forward at top speed, an action that was just as terrifying as it had always been.

Soundwave leapt away again, enjoying the rare expenditure of energy, and the feeling of floating on air a bit more than was probably good for the here and now.  Megatron would find a way to trap him sooner or later, either by wearing him out, or cornering him.  Besides, what fun was running away?

When Megatron charged again, Soundwave held his ground, instead allowing one of his cables to shoot out and latch onto Megatron’s shoulder.  It should have been enough to stop Megatron in his tracks, and indeed, it worked for a moment.  But while the cable held strong, Soundwave found that he couldn’t get quite the right footing he needed to hold that heavy brute at bay.  He found himself moving backwards, stumbling as he tried to regain his balance.  Losing his footing in such a way was a new experience for him, and one that he was  _not_  fond of.

Worse yet, Megatron took advantage of his momentary unbalance to grab onto the cable and drag Soundwave closer, to the range Megatron preferred to fight at.  Honestly, he probably should have crushed the cable in his grasp, to further throw off Soundwave’s ability to focus, but he had a feeling Shockwave would protest.  Besides, the point was to see what Soundwave could do – not put him right back on a medical slab.

Soundwave allowed himself to be pulled in, taking advantage of his flight programming to make the most of this loss of control.  He flew through the air with more speed than Megatron had been anticipating, and used one of his new arms to swipe at the hand restraining him.  It let go instantly, not from the pain so much as its new crushed state.  These arms really  _were_  something.

Megatron let out an agonized roar, surprised to find himself injured while fighting a mech who had been bedridden but a week ago.  He swung with his good hand; Soundwave dodged easily. 

From there, it was the old song-and-dance.  Step left, swoop low, lean away, cross-counter.  Megatron had grown wise to Soundwave’s dodging patterns in that first battle, but in the five years since, Soundwave had grown wise to the sounds of Megatron’s body.  He dodged around Megatron with ease, reveling in each near miss, every feint and false swipe he caught.  He felt amazing.

Blocking, however, was a bit harder.  His arms held strong against a direct hit, taking barely a scratch.  But the same could not be said for the rest of his frame.  Megatron hit like a train wreck, and when Soundwave risked a cross-counter, he found his entire frame being pushed downward beneath the force.  He was able to hold his footing this time, but what had been meant to redirect a heavy blow aimed at his head, had been transformed into a grappling match, and with twenty-three tons on him, even with one operational hand, it was not a match that Megatron was about to lose.  

Soundwave tried admirably to fight back against the superior force, but his knees buckled, and soon enough he was on the ground at Megatron’s feet.  He could only be grateful that the metal of his arms which those mighty claws held in their vice-like grip, was holding up.

“You’re doing well for a lightweight, Soundwave,” Megatron sneered, all affection buried beneath centuries of trained bloodlust.  It seemed he was having fun too.  Far be it for Soundwave to leave him disappointed.

One data cable snaked out at top speed, catching him beneath the jaw, and letting out a heavy jolt, forcing Megatron to stumble backwards, reeling.  Soundwave took the opportunity to leap away once again. 

He knew that Megatron was going easy on him, knew that, even through the heat of battle, Megatron was taking care not to do any real damage to Soundwave.  He was doing an admirable job of holding his own, despite his inferior frame – a combat virgin, just awakened after months spent comatose.  But he didn’t want to perform admirably despite his weaknesses.  And he didn’t want anyone to go easy on him.  He wanted a real battle against this greatest of warriors.  Forget Shockwave’s protests – Soundwave was  _going_  to figure out how to provoke a reaction from Megatron.

Or that had been the intent.  His perhaps ill-advised scheme was interrupted by the sound of slow clapping from the first row of the stands.  Annoyed, Soundwave turned his head to look.

Starscream – wings fluttering, optics bright, and focused solely on Megatron, begging him to turn his blood lust on a new target.  Well, the lust, at least.  Soundwave bristled, and silently willed Starscream to scamper off somewhere with Shockwave and leave well-enough alone.  If only willing people to do things was in any way effective.

“Good show.  You fight as beautifully as ever, Master,” the Seeker called out, gracefully leaping over the stands, and strolling across the arena towards the combatants.  To his credit, Megatron sounded equally annoyed at the interruption, his engine rumbling a deep growl.

Also, ‘Master?’  Soundwave had heard others refer to Megatron as their ‘Lord’ before, but ‘Master’ seemed a bit  _too_  submissive.  He’d been forced to use it in the past with Ratbat.  He didn’t much fancy using it on someone he liked.  Did Megatron really  _want_  that?

Starscream sauntered right past Soundwave, without sparing him a second glance.  That mech had only one thing on his mind.

“Starscream, I don’t appreciate being interrupted mid-battle.  This better be important.”

“Of course it is,  _Master_.  I’ve booked us that meeting with Senator Ramjet.  But the wretch insisted that you meet today.  I tried to tell him that you were busy, but – well, you know just how stubborn  _senators_  can be.”  His voice held a conspiratorial quality to it that had Soundwave curious.  It was clear that the ambassador didn’t think much of his senator, Soundwave could have made that assumption based on his behavior at the Grand Oratory alone.  But there was something more to it now.  He and Megatron were planning something.

“So, who’s the floozy?” he asked, jerking his head towards Soundwave.  'Floozy?'  Soundwave knew it was pointless to get jealous, and equally pointless to let petty insults get to him, but he couldn’t keep himself from bristling nonetheless.  He was not some mere  _floozy_!  Starscream was, perhaps, but not Soundwave.

Megatron, as ever, had his back.  “This  _floozy_  is Soundwave, my communications officer, and acting second-in-command.  You will show him some respect.” 

Soundwave wanted to protest the title of ‘second in command,’ but the look on Starscream’s face was too priceless to bother.  His wings stiffened, he bolted to attention, and whirled around, offering Soundwave a fake smile and a nod of acknowledgement.  Soundwave had never seen a mech transition between dismissive and terrified so fast.  At least not where  _he_  was concerned.  It was nice.

“My apologies!  I didn’t realize!  How very rude of me to make such assumptions about you!  But you must see where I’m coming from!  I imagined that our dear Lord and Master would have an equally – er – physically imposing mech standing as his second.  And he does so love to teach his pet projects how to fight, so my assumption that you were –”

Megatron coughed, clearing Starscream’s train of thought for him.  Starscream bolted upright at the veiled threat.

“Let’s try that again!  I see that you’re a flight frame, and I like to think that  _Lord_  Megatron would have told  _me_  if his highest ranking mech was a flier, like myself.  Which leads me to believe that he made good on my gift to him.  Let me just say that I am  _honored_  that you saw fit to use my –”

“Enough, Starscream,” Megatron growled, rolling his optics.  He was exasperated with the obnoxious, sycophantic mech that stood before them, making a fool of himself, but there was something else in his demeanor too – something that Soundwave wanted badly to ignore.  It was best not to think about.  He didn’t need a repeat of Orion Pax.  He doubted Megatron would forgive imperfection on Soundwave’s part a second time.  “You said the Senator wished to speak with me," Megatron continued.  "Tell me, is this a legitimate meeting, or will he use it as an excuse to try and kill me?  Senators do so have a history of doing that.”

Starscream cringed at the accusation.  “No tricks.  If you’ll recall, Ramjet wasn’t even  _at_  the event which you’re referring to.”

“No, but  _you_  were.”

“Yes, well,” Starscream laughed, more than a little intimidated.  And somehow loving it.  “We can speak over the comms if you like, but Vosians would never respect a leader who hides behind a computer screen.”

“How admirable.”

“Yes.  We are.”  And now Starscream was standing proudly again, chest puffed out and grin wide.  Soundwave found the display to be rather sickening.  But then those calculating optics were back on Soundwave, the last place he wanted them to be. 

There was something about this mech that gave the impression that he would stop at nothing to achieve whatever goal he sought.  And if his goal was Megatron?  Well, capable as he may have been, Soundwave could easily imagine his own head winding up mounted on a wall somewhere in Vos.  He nearly shuddered at the thought.

“Soundwave, was it?  I feel simply  _awful_  about that – err – misunderstanding from earlier.  Let me make it up to you.”  His smile widened, even as Megatron’s engine gave another growl.  Soundwave wasn’t the only one who could smell deception.  “I wasn’t wrong in assuming you’re a new flight frame, was I?”

Hesitantly, Soundwave shook his head.

“Then let me teach you to fly.  I was the top of my class at the Flight Academy.  You’ll truly be learning with the best.  How does that sound?”

It sounded like a nice opportunity for Starscream to murder him in a venue where  _he_  held every advantage. 

On the other hand, for whatever reason, Megatron seemed fond of the annoying little Seeker.  Soundwave wanted to respect Megatron’s judgment.  He wasn’t jealous, after all.  This wasn’t Orion Pax; who would be jealous of  _that?_ Not Soundwave.  And he was going to prove just how much he’d grown since his last,  _very_  unwise venture out on his own, by playing nice with the pet.

He nodded at Starscream, pleased to see the look of confusion pass over those sharp features.  Clearly, he’d been expecting a vocal reply.  But he got over his surprise quickly enough.  He straightened up, folded his arms, and smiled, just as fake as before.  “Perfect!  I’ll see what I can do about our schedules then.  This is really quite an honor.  You should be grateful.”

Soundwave staved off an exasperated sigh and nodded once more.  Learning to fly from a Seeker wouldn’t be the worst way to go about doing it.  Of course, just because he intended to play nice, didn’t me he’d forsake  _all_  of his sense.  He and Buzzsaw and Laserbeak, if he was up to it, were going to have to do some practicing on their own beforehand.

And then, with his say finished, that mech turned on his (very lovely) heel, hips sashaying back and forth in a way that was surely intentional, especially if the direction of Megatron’s optics was any indication.  Soundwave was not jealous though.

“Anyway, Megatron, Senator Ramjet would like to meet with us in two hours’ time.  We’ll rendezvous with Skywarp by the guest quarters in one.  Please be prepared by then.  And for goodness sake, clean yourself up.  You wouldn’t want to make a fool of yourself.  Not after all  _I’ve_  done to get you this opportunity.”

“I’ll keep that in mind, Starscream.”

Starscream hesitated.  Megatron had not behaved as predicted, and Starscream, unprepared for such an eventuality, couldn’t think of anything to do besides wait for him.  At last, the words reached his vocaliser.  “Aren’t you coming?”

“In due time, Starscream,” Megatron sneered, amused at the clever little joke he’d just played.  “I wish to speak with Soundwave first.  In private.  But I assure you, that I will be at your quarters at the proper time.”

The poor little mech deflated at that.  “Yes, of course,  _Master_.”  And though he’d tried to play amenable, he couldn’t hide his disgruntled grumbling from Soundwave as he transformed into a small jet and flew from the arena.  Soundwave was not sorry to see the back of him.

“So,” said Megatron, approaching from behind to lay his good hand on Soundwave’s shoulder, pulling him from his silent stewing.  “That was Ambassador Starscream.  What do you think of him, Soundwave?”

Megatron was asking  _his_  opinion?  This was new, and a little unnerving.  If Megatron wanted Soundwave’s thoughts on his new companion, then that companion was more important to him than he was trying to let on.  It was, quite honestly, a little baffling.

In the brief time that Soundwave had known Starscream, he’d determined the mech to be conniving, vindictive, ambitious, dangerous, cowardly, sycophantic, and probably more powerful than he liked to let on.  His positive qualities were clearly outweighed by the negative, and Soundwave could not see a way that maintaining  _any_  kind of relationship with the little twit, romantic or otherwise, could end well.  

The mech was dangerous – not for his physical prowess so much as the emotional damage someone like that could deal.  Why on Cybertron would Megatron have any interest in a mech like that, regardless of what sort of power he could offer?

But surely Megatron could already see such things.  Megatron wanted to know more.  Megatron wanted to know if he could trust Starscream.  Was his prostration true?  Or did he serve as yet another tool of the Senate?   _That_  was a more difficult question to answer.

“Starscream: met on two occasions – total conversation time: approximately fifteen minutes.  Answer: unclear.  More time: required.”

“I see,” said Megatron, tone neutral.  “Might you have a guess, Soundwave?  I’m putting myself in a very dangerous position in an hour’s time.  I’d like to have  _some_  peace of mind in the meantime.

Soundwave made an attempt at shrugging once again.  “Vigilance: recommended, regardless.  However . . .” Soundwave paused.  He did not much fancy admitting this.  Surely Megatron knew already.  But what if he didn’t?  

“However?” Megatron prompted, squeezing Soundwave’s shoulder in his claws.  Soundwave tried  _very_  hard to resist leaning back into the touch, but didn't quite succeed.  Megatron, at least, seemed pleased with his action.

“However: Starscream: displays possessiveness over Megatron.  Likely cause: physical/emotional desire.  Speculation: Starscream will not kill Megatron at this time.”

“Hmm.  ‘Possessive,’ you say?”

“Affirmative.”

The hand on his shoulder moved forward, creeping downward, over his chest, clawtips dipping into Laserbeak’s bed.  The effect was immediate, as heat rushed forth from Soundwave’s excited spark, yearning for more of that deceptively gentle touch.  His pride managed to keep his fans from activating, but even  _it_ couldn’t stave off the full-body shudder.  He wondered – if Megatron asked, would he still refuse?

“And tell me, Soundwave, what do you think about  _that_?”

If he admitted that he hated the notion, then he would likewise be admitting to that most dangerous of feelings – jealousy.  However, if he approved of it, then there would be nothing to keep Megatron from responding to that meddler’s advances, leaving Soundwave on his own once again.  And to be honest, Soundwave wasn’t sure which outcome he hated more.

It had been a good question, one that stayed with him all through the night as he lay on that stupid medical slab, wondering how the scene might have played out, had Shockwave not interfered when he had, pulling Soundwave away and back to Tarn, left only with thoughts of what might have been.

 

**Notes for the Chapter:**

> Alternate names for this chapter: 'Enter the Slenderwave,' 'Stupid, Sexy Starscream.'


	15. Rivalry

**Summary for the Chapter:**

> Soundwave has decided that he really does not like Starscream. It is a sentiment that Starscream shares.

Soundwave couldn’t quite fathom the news he heard.  Over the course of the night, Praxus had been destroyed.  Why?  The Decepticons had given up on winning over the city, and had begun their retreat, to redistribute their forces somewhere more practical.  They had lost. 

And yet victory apparently wasn’t enough for the Autobots.  Senator Crosscut had ordered the full-scale destruction of the city state, claiming that it was a Decepticon stronghold.  The tales of survivors – Autobot and Decepticon alike, told a different story.  They spoke, with haunted optics, of the screams of bots and machinery, of the fire and pain, of the feeling of their very sparks being pulled from their bodies, and the agony of fighting it.  The Autobots had developed a new weapon – ‘The Spark Extractor,’ the terrified Decepticons had taken to calling it. 

It was hard to imagine innocent, little Optimus Prime condoning such a thing.  Soundwave could only hope that he hadn’t known, that he’d step in and prevent its reuse in the future.  Or that it had broken.  A weapon like that could turn the tide of the war.

He set aside twenty percent processor capacity into researching the weapon.  The rest was for his normal tasks – keeping updated on the news, keeping his audials open to Autobot radio chatter, and translating the results, monitoring the borders of their territory, as well as major bases within its area, and listening to the whispers of their own troops, to gauge skills, strategy, and morale.  It was a lot to take on, but with his recent downsizing, Soundwave was finding himself with more energy than ever before.  He’d even taken on a few unnecessary side projects, just to keep himself occupied – creating a comprehensive database of all personnel, their locations, their skill sets, strengths, weaknesses, special knowledge, as well as his own personal recommendations for placement.  It left him with very little free time, but these days, he didn’t mind. 

Megatron hadn’t been around much lately.  He was too busy visiting Vos with Starscream, trying to woo the notoriously proud Seekers into involving themselves in Grounder affairs, stepping into a war that, as far as those isolated afts were concerned, did not involve them in the slightest.  Starscream may have been a Senate ambassador, but the Decepticons were quickly finding that he did not have nearly so much influence as he liked to claim he did.

Soundwave had managed to gather that there was some kind of animosity between Ambassador Starscream and Senator Ramjet, though he couldn’t be certain as to its nature – not without meeting the senator face-to-face.  Naturally, when Soundwave requested to accompany the pair on one of their trips, he was denied.

“Vosians are connoisseurs of aesthetic beauty.  Your appearance would only offend Senator Ramjet.  My  _sincerest_  apologies.”  That was a lie if Soundwave had ever heard one, but he didn’t care enough to press.  He’d have plenty of  _other_  opportunities to learn all of Starscream’s dirty little secrets – especially if Starscream kept throwing himself between Soundwave and Megatron as he’d been doing.

Even when off-duty, the needy little mech followed Megatron around like a lost cyberkitten, yammering on about anything that came to mind in an effort to get some attention in return.  “That was a brilliant move, my Lord, punching Skyquake across the room like that!  The senator has certainly been impressed by your strength!”  “Don’t fret about the Spark Extractor, Lord Megatron.  I don’t know the Autobots, but I know the Senate. They’ll be bickering over the moral implications of such a weapon for years to come.  Pit, they’ll be so busy bickering, that they’ll forget to fight  _us_!  We might even get a few new high-end recruits out of it.  I know that Scorponok’s always been sympathetic to the cause.”  “You work so hard, Master.  Don’t forget to take some time for yourself every once in a while.  Now, perhaps.  We could go to your quarters.  I could take your mind off of this stressful revolution for a while.  What do you say?”  And of course, “I’m sure Soundwave is really busy right now with his duties.  It would be a shame to interrupt him, wouldn’t you agree?”

Soundwave may not have been jealous, but the same could not have been said about Starscream.   It was petty, it was immature, and it perhaps made Soundwave a little  _too_  happy to see.  Starscream may have been visually pleasing, but that was the extent of his appeal, at least as far as Soundwave could see.  Soundwave was superior to that conniving Seeker in every way.  This wasn’t Orion Pax.  If anything, Starscream was a very pathetic rebound, which probably wasn’t very healthy, if Soundwave thought about it.

Orion and Megatron had held a deep romantic bond, so powerful, that even  _Soundwave_  fell by the wayside.  And then it had been ripped away in the most traumatic manner possible, leaving an empty space in Megatron’s spark – one that he was desperate to refill, if only to stave off the pain and loneliness for a few minutes.  Soundwave could relate.

But he couldn’t help but wonder, was Megatron’s increased affection of late caused by genuine remorse for his treatment of Soundwave?  Or was he merely trying to fill the unfillable void left by the mech he would have given all of himself to, if he’d only had the chance?  And did Soundwave care, if that was the case?

Yes.  Yes, he did.

 _He_  wanted to be Megatron’s number one.  He wanted to receive from Megatron the same devotion that he gifted freely, even though he knew it was impossible.  He wanted Megatron’s smiles, Megatron’s praise, Megatron.

That idiot Starscream had no idea what he was getting into.

~~~

“The basics are easy.  Even a Grounder like  _you_  should be able to pick up on them.  Unless, of course, Shockwave messed up with your flight coding.  But there’s only one way to find out, of course.”

Soundwave was falling, far, far from the cliff face that Starscream had thrown him from.  To absolutely no one’s surprise, Starscream’s teaching method was incredibly sink-or-swim, though Soundwave suspected that he was getting special treatment.  Had he not already practiced the basics of flight with his birds, he likely would have failed to transform in time, failed to find the lift and the thrust needed to pull himself out of freefall and into the air.  As it was, he barely managed to not splatter himself on the floor of the Sonic Canyons.  Far overhead, Starscream’s trinemates circled him like vultures, waiting to pick up the shattered pieces of their leader’s arch-rival.  Starscream, however, saw fit to fly down and join him.

“I can see why Megatron likes you so much.  You’re a natural!  It’s almost like you’ve flown before,” Starscream cheered with false flattery.  “I suppose then, that we can progress to something a little more . . . combat-oriented. This  _is_  a war, after all.”

And then the bastard opened fire.

Soundwave barely dodged the first strike, bolting away as fast as his engine would carry him.  But an alt mode meant for silent reconnaissance missions could never hope to match a Seeker in speed or maneuverability.  A fall from this height probably wouldn’t kill him, but it  _would_  hurt, and the last thing he wanted right now was to put himself at Starscream’s mercy.  He could not play this game on Starscream’s terms.

But he was not without his own advantages.

Flying at supersonic speeds, let alone firing missiles with any degree of accuracy required more than mere visual input.  Most flight frames possessed complicated navigational systems to supplement their basic senses, once those proved insufficient.  But relying on such systems meant relinquishing autonomy to minute yet vital communications between the frame and the neural net, communications that could be disrupted.

It was difficult to fly at top speed, dodging missiles and rock walls in a frame that was unused to air travel, and it was even more so to do it while directing a sonic assault behind him.  Fortunately, Soundwave was exceptional when it came to performing difficult tasks. 

He turned wide, narrowly missing the debris that had ricocheted towards his frame once Starscream’s assault made contact with a cliff side, but he was unfazed.  He flew towards Starscream, wishing that landing on the ground wouldn’t be akin to admitting defeat.  His task would be so much easier to do if he was stationary.  As it was, Starscream would be in range of the sonic disruption for a fraction of a second; Soundwave hoped it would be enough.

His processor calculated the exact moment of contact to the millisecond, and his audio transmitters did the rest.  Soundwave cried out, nearly inaudible over the sound of jet engines, but it did the job.  He could hear Starscream judder as he passed overhead, heard the high-pitched scream of turbines losing control, spinning in a terrifying spiral down, down, down, and then finally, the satisfying crash. 

It was not quite so spectacular as Soundwave would have liked.  No fiery ball of wreckage, no explosion, no delicately-constructed, lightweight Seeker frame shattering into a million pieces.  Starscream was a good flier, good enough to pull himself out of the spiral at the last second.  He’d clipped his wing pretty viciously, had to make an emergency landing, wouldn’t be flying until he got fixed up, but he had survived mostly unscathed.  It was probably for the best.  They still needed Vos.

Soundwave descended from the sky, gracefully transforming back to root mode, and landing beside the rather disoriented Seeker with graceful precision.  Starscream’s trinemates, the eerily identical Skywarp and Thundercracker were quick to follow, the latter kneeling down to fuss over Starscream’s broken wing, while the former cackled like a maniac.

“Oh man Screamer!  You got taken out by a first-time flier!  How bad does it hurt?  I gotta know!”

Starscream didn’t seem to hear the mockery; he was too busy staring at his half-missing wing, as realization slowly dawned on him. 

“I can’t believe how badly that backfired on you!” Skywarp continued.  “’It’s okay guys.  He’s a ground frame.  He’ll be dead before he hits the ground.’  Yup.  You sure showed him!  Hahah, oh  _man_ , wait until Thrust hears about this!”

“You’re not telling Thrust!” Starscream snapped, before using Thundercracker as a crutch to help himself back to his unsteady feet.  The poor blue jet grumbled under his breath, though the words were indecipherable. 

But Starscream didn’t care about his brothers.  His attention had been wholly stolen by Soundwave.

“What the ever-loving slag was that, Soundwave?!  You’re a groundframe!  You should be dead right now!  How in the pit did you beat me?”  Starscream didn’t wait for an answer.  His frame was shaking from the shock. Thundercracker had to stablize him with an unappreciated hand, just so he could remain upright.  And  _still_  he was too angry to leave well-enough alone.

“No, I’ll tell you!  You cheated!  I don’t know  _how_!  But you cheated.  No way was that your first time flying.  And I don’t know what you did to make me spin out of control, but I’m going to find out, and once I do, you’re going to wish you’d never laid eyes on me!”

“Inquiry,” Soundwave interjected, over the tirade.  He didn’t much like the idea of wasting words on Starscream, but this was too good of an opportunity to pass up.

Predictably, the quality of Soundwave’s voice threw Starscream off-guard.  “I – wait, what?  Was that . . . Did you say something just now?”

Skywarp wasn’t quite so tactful.  “Oh man, get a load of you!  He sounds like a robot, bro.  _Inquiry:_   _would you like an ass-kicking?_ ”he said in his best imitation of Soundwave’s voice.  It was  _almost_  funny.

“Don’t be rude, Skywarp.”  And here came Thundercracker.  Soundwave liked Thundercracker.  He was reliable and hardworking and so very done with his obnoxious trinemates.  Poor guy.

“So  _that’s_  why you never say anything.  And here I was thinking you were just mute,” Starscream laughed.  He thought he was so very clever for it too; making fun of Soundwave’s broken voice.  What an idiot.  “Go on then, what is this ‘inquiry?’”

“Inquiry: purpose of today’s alleged training exercise: intent to kill Soundwave?”

Starscream reset his optics a few times as he tried to parse Soundwave’s sentence.  “W-what the frag are you on about?” he asked at last, slowly.  “Are you accusing me of trying to  _kill_  you?  Those are some big words, Soundwave.  I would hate to be throwing them around so casually.”

{{ You should be dead right now! }} Starscream’s own voice echoed back. 

Skywarp couldn’t hold back a second round of laughter.  “You just can’t win, Screamer!  I’d give up before he shames you to death.  This guy’s a pro!”

“Shut up!” Starscream snapped once more, spark flaring and pressure building in his fuel lines.  Energon leaked from his shattered wing a bit more violently than before, if only for a moment.  He was quick to force a calm façade, to return his attention to Soundwave, to smile and bat his eyes. 

“Soundwave, I never meant to leave you with the wrong impression.  It’s just – well, we’re at  _war_  you know.  You were never in any real danger.  But once we get out on the battlefield, it will be a different story.  The Autobots won’t care that you’re a new flier; they’ll shoot you down all the same.  I was just trying to help you!”  The mech was a trained manipulator; even  _Soundwave_  found himself feeling guilty.  He quickly dismissed the inappropriate feeling.  This was not a mech who deserved his pity.

Starscream, of course, was quick to sense Soundwave’s unwavering distrust.  His smile faded, his demeanor grew bitter, his optics dimmed with a cold hatred.  “I don’t care what the relationship between you and Megatron  _was_.  He’s  _mine_  now, and he’s going to stay that way.  Just you wait.  I will serve at his right hand, and you?  Well, I can only hope you’re wise enough to stay out of my way.  I promise you, I  _always_  get what I want.

“Skywarp, Thundercracker, let’s go,” he turned his back on Soundwave, completely unafraid of the consequences.  It was a bold move, but Soundwave didn’t care enough to strike him down.  He probably should have.

“Go?” asked Skywarp, tilting his head.  “What, like teleport back?  But what about Soundwave?”

“Skywarp, this is supposed to be flight training.  Let him  _fly_  back.”

There was a flash of purple light, and the three Seekers disappeared, teleported back to Kaon on the wings of Skywarp’s special ability, leaving Soundwave stranded, alone in the Sonic Canyons.  Like the Pit was he going to fly all that way.  He’d comm Shockwave and wait for the eventual ground bridge to take him home.  In the meantime, he had a few hours to seethe.

He’d been right about Starscream.  The mech was ruthless as he was ambitious, and he had just declared war on Soundwave.  Well, two could play at that game, and it was a game that Soundwave excelled at.  He had energy to spare; it was time to dig up some dirt on Starscream.

Or hack his comm and listen in on all of his private conversations.  That could work too.

Soundwave spent weeks with Starscream’s irritating voice running through his head, chatting up his trinemates, flirting with Megatron, doling out orders to the scant few he held power over.  They were grating at best, but brief annoyance was a small price to pay for the inevitable jackpot.

_“Starscream to Senator Ramjet, checking in with my monthly report.”_

_“You may proceed,”_ said a voice, deep and unfamiliar, speaking in the same smooth accent as Starscream.

_“Sir, Lord Megatron is still open to pursuing an alliance with Vos, but he grows restless; his eyes turn towards other cities.  Helex, Stanix, and Nyon._ _He may decide we’re not worth the dance and give up on us._ _I beg you to reconsider your harsh stance of our last meeting.”_

Ramjet’s reply was bored and haughty; he made Starscream seem humble by comparison.   _“If he does not bow before Vos, then he is useless to us._ _I care not for the affairs of the Grounders below our feet._ _If he requires our help, then he will have to earn it.”_

A frustrated static rumble buzzed from Starscream’s end.   _“Sir, with all due respect,_ we _are the ones who need the Decepticons._ _If the Autobots found out what we’ve done to – you know.”_

 _“And_ whose _fault is that?!”_ Ramjet snapped.   _“If you hadn’t stuck your ambitious little olfactory sensors where they didn’t belong, we wouldn’t be in this_ situation _.”_

There was an indignant squawk from Starscream’s end this time, as he fumbled to find an answer to the accusation.   _“B-be that as it may, we_ are _in this situation, and we need the Decepticons as allies if we want to get out._ _The Autobots may have their shiny new Prime, but they won’t stop looking for their old; not so long as he holds the Matrix of Leadership._ _They’ll realize soon enough that the Decepticons had nothing to do with his disappearance, and at that time_   _they’ll turn their eyes to Vos – we both know they will._ _We may be powerful, but don't be so blind as to think that we can take on half of Cybertron._ _We need the might of the Decepticons just as much as they need ours._ _It’s a mutually beneficial relationship, you nincompoop!_ _Why can’t you see that?”_

Ramjet was silent for a long moment, but it was just as well.  Soundwave had a lot of information to process.  On the one hand, it seemed that Starscream did legitimately want Vos to join up with the Decepticons.  But on the other . . .

Zeta Prime – official leader of the Autobots, even in his absence.  So long as he continued to live on, Optimus’s own existence was invalidated, but more than that, he carried with him the single most powerful artifact on the face of Cybertron, or so the legends said.  As far as Soundwave was concerned, it was probably some cheap hunk of metal, but its significance was undeniable.

He who held the Matrix of Leadership, held Cybertron itself, and here it was, practically landing in their lap. 

Megatron had to know.

~~~

Two days later, Vos had most mysteriously signed a treaty, proclaiming itself a Decepticon state, and Megatron, its leader.  And with the arrangement, came new weapons, new technology, and even a new frame for Megatron.  Ramjet had refused to bow before a Grounder, and Megatron had no particular attachment to his original alt mode.  Soundwave couldn’t even recall ever having seen it.

His new alt mode was a heavyweight star fighter – the strongest, fastest aerial mode Starscream could come up with the coding for.  But despite the alt mode overhaul, his root mode remained largely unchanged.  He was still tall as ever, broad as ever.  His plating remained a glossy silver, alt mode folding in on itself in the same sweeping spikes as before.

But now he could fly – a fact that he seemed to love far more than he let on.  Soundwave was quite looking forward to being able to soar through the sky side-by-side once Megatron was a little less busy, and once Starscream was a little less scarce.  It seemed that neither of these would happen any time soon.

Since his upgrade, Starscream had been requisitioning more of Megatron’s time than ever, under the guise of flight lessons, probably the legitimate kind, where he didn’t push anyone off a cliff or open fire on them.  How nice that must have been.

Three months since teaming up with Vos, and it seemed that the only time Soundwave could count on seeing Megatron was at the war council meetings.  The council had grown a fair bit after the war began.  Lugnut, Hook, Onslaught, Motormaster, Octane, and Soundwave all retained their original positions, but Megatron had since added Science Officer: Shockwave, Helexian representative: Crucible; Tarnian representative: Blitzwing, Vosian representatives: Dreadwing, Skyquake, and Dreadwind (Seekers always came as a set of three), Starscream (and his trine) as Aerial commander, and, oddly enough, Kaonian representative: Deadlock.  Soundwave had thought he’d seen the last of Megatron’s one-time groupie, but here he was, back in the fray and a fair bit more guarded than he’d been before.

The meetings still occurred in Kaon’s coliseum, though they’d moved from the small holding room to the arena proper.  One room was much too small for seventeen mechs.  Out here, everything was less noisy, less crowded, and with Soundwave on the job, no less secure.

These meetings weren’t the best place to play catch up with his favorite ex-gladiator turned revolutionary, but it was better than nothing.

“We should be setting our sights for Protihex,” Onslaught insisted.  “Its proximity to Praxus means that it will be burdened by a refugee crisis.  If we move troops out from Vos, along the Sonic Canyons we can set up supply lines and take it in a fortnight.”

“Why should we waste our time on more weaklings like them?” Lugnut sneered.  “Speedsters are too fragile to be worthy of our great cause.”  It was Functionism at its finest, though Soundwave could understand his bitterness.  Lugnut and Barricade had been close.  The destruction of Praxus, and by extension, their Praxian representative, had hit him particularly hard.

Of course, there was at least one Speedster in the arena who took the message personally, his fists clenching and spark pulsing a hateful rhythm as he stared down that hulking brute.  “Let’s pit  _you_  against a weapon of mass destruction like that, and see how you come out,” Deadlock snapped, then turned his attention back to Onslaught.  “And isn’t it a bit risky to take a city so close to that wasteland?  We already know that the Autobots can target such places with ease.”

“Can, but they won’t.  Aren’t I right, Soundwave?”  Soundwave cocked his head, surprised that Onslaught had chosen to acknowledge  _him_ , of all people, but he wasn’t wrong.  Slowly, he nodded his agreement.

“The Autobots are in a mess over it.  Ol’ Crosscut, y’know, the one who ordered the attack, has been assassinated.  All of the peaceful protesters and the weaklings and the pacifists have been thrown on the same team as the government forces we’ve  _all_  been fighting since the beginning.  Infighting and order is going to keep them distracted for a while yet, until they can adjust to the idea that the whole damn planet is at war.  We’ll use it to our advantage and claim as many resources as we can, and Protihex, while not being particularly resource-rich, is en route to the Manganese Mountains and their ore mines.”

Megatron rubbed his chin and turned his gaze on Soundwave.  “Soundwave, how is support in Protihex?”

“Support for Decepticon cause in Protihex: thirty-six percent.  Support for Autobots: seventeen percent.  Undecided: forty-seven percent.”

“Very well.  Get in touch with Bludgeon.  We shall have his forces move on from Kalis.  Starscream, I would like you to provide them with aerial support.”

“Yes, Master,” Starscream bowed low and reverential, as though trying to show the world that  _he_  was the most loyal.  What a laugh.  Judging by the snide whispers exchanged between Blitzwing and Lugnut, they felt so too.

“This is not an attack.  Protihex is unclaimed as of now.  We shall establish a presence, recruit local support, fight only those who oppose us.  Now, for the next item on the agenda.  Shockwave.”

Shockwave rose from his seat, materializing his holographic datapad, and scrolled down, searching for a place to begin.  “Lord Megatron, I have been working with Decepticon engineers and chemists alike, particularly your so-called ‘Constructicons,’ to provide flight upgrades to all who have requested it, courtesy of Vos.”

“You’re welcome,” Starscream cut in, though the comment was ignored.

“We have been brainstorming potential projects that could be beneficial to the cause, but before I proceed, there is an inquiry I would like to make.”

“Continue,” said Megatron, folding his arms over his chest, cautious.

The motion was lost on Shockwave.  “It is my understanding that Vos is in possession of some of the most advanced technology on Cybertron, as well as many of the brightest minds.  My question is, will I have access to these resources under the Treaty of Vos?  Or am I limited to my own paltry supplies?”

“Of course, you can have anything you –” Starscream began, only to find himself cut off by Skyquake.

“You will not have access.”

“What?!”  Starscream’s fists were balled, wings erect, as he glared daggers at his fellow Seeker.  “How  _dare_  you dismiss my –”

“You forget,” Skyquake said, interrupting again.  “You are not the representative of Vos.   _We_  are.  And we are unable to oblige your request for resources, under orders of Senator Ramjet.”

“Oh?”  Megatron sat up straighter on his throne, fixing Skyquake with a curious glare.  “And why is this?”

Skyquake did not falter beneath it.  “Forgive our insubordination, my Lord, but our best and brightest minds are in orbit right now on a top-secret mission.  We cannot recall them prematurely without wasting the last decade or so of research.  They have a few years left.  In the meantime, our resources remain at their full disposal.  I do hope you understand.”

Megatron didn’t like it.  His struts creaked, his claws tightened, and his spark growled, but he didn’t fight it.  “Very well.  Shockwave,” he returned his attention to the mech in question, “You have your answer.”

“Understood.”  Shockwave crossed some lines out across his datapad before continuing.  “Then my first request is funding for Project: Cortical Psychic Patch.  It is to be a link that allows a transference of consciousness between two bodies.  Ideally, it will find use in interrogations, when we have no other way of acquiring vital information.”

“That’s barbaric,” muttered Deadlock, wincing.

“I’ll allow it,” Megatron conceded.  The reactions of his audience were mixed, but no one dared question his judgment.

Shockwave requested approval for three more projects, two of which struck Soundwave as dubiously ethical and perhaps a little unnecessary, but Megatron approved them all, while Octane grumbled away about spending their funds wisely.  Soundwave suspected that this was also part of Megatron’s deal with Shockwave.  Until those Vosians returned from wherever they’d run off to, Shockwave was the best mind Megatron had, and it seemed Megatron was not willing to waste it just yet.

But Soundwave couldn’t help but feel apprehensive about what was to come, less so about Project: Energon Supplement, and more so about Projects: Gestalt and Triple-Changer, which, if they functioned as Shockwave described, would alter the very fabric of a Cybertronian’s base-coding and biology.  Soundwave was inclined to agree with Deadlock in this case.  Just what were they getting themselves into?

~~~

Much to Soundwave’s surprise, it was only a few hours’ time before he saw Megatron again.  He’d sequestered himself away in his room, which was pretty much how he spent most of his time these days.  He no longer lived in Megatron’s house, but then again, neither did Megatron.  With the fall of Kaon, the upper city had found itself playing host to the revolution alongside the Underground.  Business owners either acquiesced, or suffered the consequences of denying Lord Megatron.

Many of the most luxurious buildings of Kaon had been destroyed in battle, out of necessity, or out of spite, but Megatron did manage to requisition half of the business district to convert into barracks for his troops. Soundwave himself was one of a handful of officers who had taken up residence in a refurbished shopping mall.  He had the latest in electronic technology at his command, but he still missed the quiet solitude of daily life with Megatron.  Hopefully the nightmares weren’t getting to him.

But it was in the darkness of his too-big quarters, listening to three newscasts simultaneously (from Kaon, Iacon, and Protihex), that he heard heavy stumbling from outside, giggling, groping, two voices, drunkenly flirting like shameless protoforms.  And it disappointed him to recognize one of them as Megatron.  The other, however . . .

“Be reasonable, Master,” came the unmistakable laugh of Starscream, long legs tripping over themselves as Megatron backed him into a wall.  Disgusting.  “You’re in a mood; I can tell.  Come back to my quarters – just you and me.  I promise you, it will be a life-altering experience.”  There was a pleasured hiss, the soft sound of metal gently piercing metal – a bite, somewhere soft.  Throat cabling, perhaps? . . . Why was he thinking about this?

Soundwave shook his head, tried to focus on his work, but he never  _had_  been very good at tuning out Megatron.

“I told you, Starscream, I have business to attend to.”  His voice was jovial; it was a little surreal to hear.   _Ignore them._ _Ignore them._

“Business?” Starscream scoffed.  “What kind of business could you possibly have out here?  At this hour no less!  It’s a little late for house calls.  And tell me, who among all of  _them_ ,” he paused, as though making some kind of gesture to the surrounding shops, _“_ could hold a candle to the glory that is  _Starscream_?”  There was a swift tapping as Starscream freed himself from Megatron’s grip, before dancing ahead, flexing his wings in a graceful show.  It was probably some kind of Seeker mating dance. 

Soundwave realized belatedly that he had stopped typing, fingers slammed down on random keys, filling up his monitor with a long line of nonsense.  Great.  Now he’d have to redo that.

“What a glory it is to behold.”  He heard heavy steps, the slide of metal on metal – hands fumbling, touching, the clang of someone softly being pressed into a wall, and then a pause, deep and hungry . . . had they just – Megatron would never.  Interface was one thing, but  _kissing_  was far too intimate for a mech like him.

“M-Master,” Starscream moaned, mischievous and inviting.  Thankfully, Megatron had, at last, grown some common sense.

“But like I said,” another clang, slightly louder this time – he’d shoved Starscream back into the wall, and away from himself, hopefully.  “I have business to attend to.”

“What kind of business could you possibly have out here?” Starscream repeated, affronted, desperate.  Soundwave reveled in the sound.

“That,” said Megatron, stepping closer to the door, which Soundwave dutifully opened before him, “is not your concern.”  He stepped through, allowing the door to slide shut behind him, leaving a gaping Starscream stranded on the other side to gripe and moan.  Soundwave found it hard to stifle his laughter.  Megatron didn’t bother.

“That was a nice touch with the door, Soundwave,” he chuckled.  Soundwave couldn’t recall ever seeing him in such a good mood, not since the beginning of the revolution.  No doubt the engex was partially responsible, but it was enough to quell some of Soundwave’s glee.  This wasn’t right.

“Inquiry.”

“Yes Soundwave?” Perhaps his apprehension was showing, for Megatron sobered up, if only slightly.

{{ I have business to attend to. }}  “Meaning?” 

“No real meaning,” Megatron smiled, exploring Soundwave’s spacious room with his optics.  Most of the sparse furniture that decorated the area was undersized, brought in for use by his Symbionts.  Soundwave preferred to stand.  There was, however, a standard-sized recharge slab tucked away in the corner.  It was a bit small for Megatron, but he took a seat on it anyway.  “I wanted to check up on you; it’s been a while since I’ve been able to see my number two mech one-on-one.  Come, Soundwave.  Take a break and join me over here.  I promise I’ll behave.”

The promise didn’t feel incredibly genuine, but nor was there any threat in Megatron’s presence.  Besides, Soundwave was not one to refuse requests from his great leader.  He disconnected from his terminal and crossed the room, standing just beyond Megatron’s reach.  Soundwave didn’t know why, but his actions seemed to cause Megatron some amusement, for he smiled, though Soundwave would remain woefully clueless as to exactly what had caused the mirth.

“I’m surprised you have a slab like this in here,” Megatron said instead.  Was this small talk?  How unlike him.

“Utilized by Rumble.  Occasionally Ravage.  Rarely Soundwave.”  Reclining wasn’t particularly comfortable for Soundwave, but his Symbionts preferred it, and if they demanded his company, he wasn’t going to refuse.

“I see,” Megatron mumbled.  “I take it that Rumble has yet to be upgraded then?”

“Affirmative.”  Soundwave replied, still not entirely sure what Megatron was getting at, or  _if_  he was getting at anything at all.  “Shockwave: upgrades warriors first.”

“Rumble  _is_  a warrior.  He should be upgraded.”

“Negative.”  Soundwave shook his head.  He was starting to wish for another line of conversation.  “Rumble  _was_  a warrior.  Battle skill: lost in reformat.  Training: remains unsatisfactory.”

“I could –”

“Negative.  Megatron must lead.  Rumble will learn.  But not a priority.  Soundwave, Rumble: must exhibit patience.”  The last thing he needed right now was Megatron shirking his duties for Soundwave’s sake.  He would have  _loved_  to see Rumble fighting again, lively and rowdy and back to his old self.  And though he didn’t much enjoy the thought of Rumble risking his life in combat with the Autobots, he couldn’t deny that he’d sleep better knowing his hair-trigger Symbiont was at least capable of defending himself.  But the war effort came first.  His needs were inconsequential when compared with those of the Decepticons.

“Very well then.”  Megatron vented a long sigh, leaning back on his hands to stare at the ceiling.  There was once a time that Soundwave would have been able to interpret Megatron’s actions so well, that he’d been accused of being a mind reader.  Now, however, after the distance that had been growing between them, he was lost.  Megatron was nervous, contemplative, morose even, but the reasoning behind that, Soundwave could not discern.  It did little to ease his mind.

“Megatron?”

That piercing red gaze lowered, until it was fixed on Soundwave’s visor, expression unreadable.  “I wonder, Soundwave, if you would allow me a personal question?”

Soundwave cocked his head.  What did  _that_  mean?  Hesitantly, he answered.  “Affirmative.”

“How do you feel about me?”

It had been the last question he’d expected.  His processor shorted, if only for a second, filling his display with a beautiful, terrifying static.  How was he supposed to answer a question like that?  Megatron was _everything_!  He was the sun, the sky – he’d captured Soundwave’s spark, given him meaning, given him a life worth living, saved him from his own cowardice and apathy, and then from his wicked past.  Soundwave could never have found the words to answer this question, even if he’d  _had_  a fully-functioning vocaliser.  Instead, he remained rooted to the spot, a broken, staticky hiss emitting from his audio transmitters.

Megatron seemed to realize his mistake, for he backtracked, the hint of a smile on his lips.  “I apologize, that was perhaps a cruel question to ask.  I am aware of what I am to you, or I at least believe that I understand. And yet, I admit, you are a bit perplexing.

“I’ve seen the way you look at Starscream, the way you regard Deadlock, the way you behaved around –” he cut himself off with a pained choke, “others.  It is clear that you’ve got a jealous streak within you.  Anyone who gets close to me is a target.  And yet,” he reached out a hand to Soundwave, who could only stare down helplessly at it.  Why had Megatron done that?  Slowly, guarded, he reached out his own hand, entwining it with Megatron’s.  He shouldn’t have been so surprised to find himself drawn closer, until he stood between Megatron’s thighs.  His spark began to pulse faster.  What was this?

“And yet, even though I am yours, you will not have me.  I admit, the mixed messages are a little frustrating.”  He pulled Soundwave’s hand to his lips, planting a kiss on each of those thin fingers.

_I am yours. I am yours._

The words played in a loop through Soundwave’s head, erasing all rational thought, shorting out his processor once again.  There was nothing within them that he didn’t already know.  And yet, the admission itself was enough to make his knees weak.  And then there he was, being lifted from the ground by those strong arms, and pulled into Megatron’s lap.  It was embarrassing and a little demeaning, but it was impossible to tell his brain module such at this point.

“I want you Soundwave.  Have since I first saw you fight.” 

 _First saw you fight . . ._   Megatron had . . . seen him fight?  Prior to their own battle?  Had . . . what?

Those lips had found his throat, mouthing gently away at each cable, while sharp claws traced the biolights on his back; strong as they were, his struts could no longer keep him upright.  Soundwave collapsed forward, giving Megatron the perfect opportunity to nibble at his crest.

But something about the whole scenario bothered Soundwave.  What was it?  What was it?  It was so hard to think when his frame was heated so. 

Oh, yes.

{{ Master, }} he moaned in Starscream’s voice, regaining enough composure to sit up straight, but not quite enough to leave Megatron’s lap.  He could only hope his meaning was obvious.

Indeed, Megatron did find the willpower to pause in his pleasure.  “Starscream is a distraction.  A means to an end.  I would never be so flippant with you.”

Soundwave somehow doubted that, but he was in no state to protest too hard.  Somewhere, deep down, he  _wanted_  Megatron’s words to be true.  He wanted to believe that Megatron wanted him, that Megatron  _loved_ him, the same as Soundwave did.  But he was only fooling himself.  He knew Megatron well enough to know that much.  Still, Soundwave couldn’t fight the feeling that somehow, if he worked hard enough, if he did a good enough job of pleasing his Lord, that maybe, he could change him, maybe, he could ensure that Megatron saw only  _him_.  Maybe it wouldn’t hurt to obey, just this once . . .

He’d been pressed down upon the recharge slab now, with Megatron leaning over him, legs spread around Soundwave’s hips, though the size of the slab left one of those heavy limbs resting on the floor.  His mouth was at Soundwave’s throat again, tongue searching desperately for  _something_.

“Please,” he breathed.  “You already have me.  Let me have you too.”  Soundwave couldn’t keep his energon intake from opening at those dark, dangerous words, and Megatron was quick to dive in.

It felt strange.  It wasn’t a mouth.  Soundwave had no tongue to meet Megatron’s, to taste him, to touch him, and really, it probably wasn’t quite safe to let another mech in so close to his primary energon line, but crushed beneath Megatron’s massive weight, with those strong hands exploring his waist, his chest, his hips, he wasn’t thinking clearly enough to throw him off.  Kissing was an act of emotional intimacy – the very thing which Soundwave so craved.  He would not be denied the opportunity just because he’d been created with no face.

Soundwave found himself lifted once more, rearranged until Megatron’s knee had worked its way between his legs, rubbing insistently against his pelvic plating, and Primus, this was actually happening, this was actually happening, this was –

“Soundwave?”  Megatron had pulled away, hands frozen in place, grip lax.  His spark still pulsed quickly with lust, energon flow diverted to his interface array, spike giving a soft hiss as it tried to pressurize behind his plating.  But already, the sounds of his body were less noisy, less desperate than they’d been moments before.

Soundwave, on the other hand, was stiff, tense to the point that his frame gave a series of little twitches every few seconds.  He was hot, just as Megatron was, his energon flowed the same way, his frame was doing its utmost to prepare itself for penetration.  But his spark had gone wild, bypassing the lustful buzz of desire, and moving straight on to frantic terror.  And it was with shame that he heard the high-pitched whimper leave his vocaliser.

Megatron backed off altogether, sliding away to sit at the foot of the slab.

“I’m sorry,” he said.  He wasn’t.  He was angry.  And Soundwave didn’t blame him.  Why had he locked up?  Didn’t he want Megatron?

Soundwave couldn’t find the presence of mind for words.  Instead, he brought up his knees to make further room for Megatron in the narrow space, dismissing the angry errors that erupted from his interface equipment.

_\- Interface: aborted._ _Is this correct? –_

The pair sat in uncomfortable silence for a long minute, until the sound of overworked fans disappeared from the air, until spark rates slowed.  Until Soundwave found his voice.

“Soundwave: apologizes.  Megatron: if desired – may continue.”

The sharp stutter in Megatron’s spark proved that this had been the wrong thing to say. 

“What do you take me for, Soundwave?!” he snapped.  Soundwave had no response to that.  Of  _course_  Megatron wouldn’t want him if he protested, verbally or no.  It had been offensive to assume otherwise.

Fortunately, Megatron was quick to deflate.  He hung his head, arms laying heavily on his knees.  “I just wish I knew what you were afraid of.  I’ve never seen you so skittish as when we are close.  You’re not a coward, so why?  Did somebody hurt you?”

Soundwave shook his head.  No one save Megatron had dared to touch him in this way, let alone hurt him.  That couldn’t be it.  He inched down the slab, throwing his legs over the side to sit beside Megatron.  Hesitantly, he wrapped his slender fingers over Megatron’s and squeezed – hopeful reassurance.

“Negative.  Reason for apprehension: unknown.”

Megatron spared him a confused stare at the words.  “You really are vexing; you know that?”

“Acknowledged.”  And agreed with.  No one was more vexed by this outcome than Soundwave himself.  He  _wanted_  Megatron.  He had gone to some pretty idiotic lengths to claim that mighty mech for himself.  And yet, when the moment of truth arrived, Soundwave had shut down.

Why?

He was long past fearing that he would be discarded should things turn sour between them.  Their relationship had survived far worse than interface already.  Perhaps it was physical then?

Soundwave had seen Megatron’s great size, knew that he would not easily find his way inside of Soundwave’s slight frame.  But what would  _that_  matter?  He knew not the pain of being stretched in that way, but it couldn’t possibly be worse than any wound he’d suffered as a gladiator, or even after.  Soundwave did not fear pain.  Why then?  Why?   _Why_?

Outside, he heard Starscream shift against the wall, helm sliding along its sleek surface, claws tapping as they skittered along; he was trying to listen in.  Was that it?  Did he not want to perform in front of an audience?

He didn’t, but he likewise didn’t think he’d have responded differently were Starscream on the other side of the city.  However, Starscream’s presence seemed to put him on the right track.

He was a ‘distraction,’ a ‘means to an end,’ as Megatron had said.  Interface meant little to Megatron, not like it did to Soundwave, and yet, he still sought it out, still craved it.  He had proven as much with Deadlock, and his other nameless groupies, time and again.  But despite this, for nearly a year, he had abstained.  For the duration of his relationship with Orion Pax, Soundwave had never once heard him seek the company of another mech, up to and including his precious Paxie.

He’d  _loved_  Orion, had changed his hedonistic ways to please him.  But he had made no such effort for Soundwave.  Even after all that had happened, it was Orion Pax that Megatron loved.  He came to Soundwave now, after ignoring him for so long, because he was desperate, because he was lonely.  Soundwave had no doubt about that now.

Megatron may have held some deep affection for Soundwave, may have  _wanted_  him even, but there was no denying that he still stank of Orion Pax.  That traitorous Prime still weighed heavily on his mind, and Soundwave had no way of solving that.  But he did know that he was  _not_  going to be anyone’s rebound.  He still had  _some_  dignity.

And so, he did the last thing he wanted to do.

“Megatron: has needs that require meeting.  Soundwave: incapable of providing.  Suggestion: Megatron – go to Starscream.”

Megatron’s spark lurched again, and he jolted up, optics wide.  “Are you serious, Soundwave?  I know you don’t want that.”

“Soundwave’s desires: irrelevant,” he lied.  “Starscream: represents Vos.  Alliance: still unstable.  Upsetting Starscream: unwise.  Needs of Decepticons: outweigh needs of Soundwave.  Furthermore, with Starscream . . . Megatron’s desires can be met.  Go to Starscream.”  He didn’t completely believe in the reasoning he provided, but it was sound enough, and not without merit.  Megatron would not be able to deny him.

And indeed, Megatron did not.  His optics narrowed and his spark calmed.  He was annoyed; Megatron was not a mech used to rejection, but if anyone could get away with doing so, it was Soundwave. 

“You are  _much_  too good to me, Soundwave.  Sometimes, to an irritating degree.  What is the point of fighting for our happiness if you refuse to allow yourself to be happy?”  He shook his head, glaring in a way that made Soundwave’s tanks churn.  He’d disappointed Megatron; it hurt.  Mercifully, the look was short-lived, even if the disapproval continued to waft from Megatron with every bitter word.

“But very well.  I will heed your advice.  If it is your desire that I go to Starscream instead of  _you_ , then I will do so.”  He rose to his feet and crossed the room without looking back.  However, he paused in the doorway before opening it, before leaving Soundwave behind to his own self-wrought misery.

“But know, Soundwave, that my offer will remain open.  All you need do is say the word, and I will return to you.  I was not lying when I said I wanted you, and after all you’ve done for me, you, more than anyone, deserves to get what you want.”  He keyed in the door code and slipped outside, to be met with Starscream’s smug squawking.

“Back so soon?  Did your ‘business’ not go as planned?”  But Starscream was unable to continue his disparaging comments.  With a short yelp, he found himself swept off his feet, and into Megatron’s waiting arms, his mouth devoured in a deep and hungry kiss.  And poor, stupid Soundwave tried to deny the pain in his spark as he heard them stumble off down the hall.

Why did he do this to himself?

 


	16. Rift

**Summary for the Chapter:**

> Soundwave finds himself falling farther and farther from Megatron's good graces, and the power they once provided him.

He had hoped that Starscream would be a passing fancy,  _truly_  he had.  But after a year, two, he and Megatron were still going strong.  And poor Soundwave was blessed to hear every scream, every scratch, every kiss and touch and plea for more,  _more_.  He never should have refused Megatron.  This was hell.

He only had himself to blame.  He could have stopped it at any time – turned his audials away from the hated noise, or even mustered up the courage to ask Megatron for a turn himself, at least in theory.  But Soundwave was apparently addicted to misery, for as much as he longed to take Megatron back for himself, he never did.

Starscream had replaced him – as Megatron’s confidant, his assistant, his closest friend, his right hand mech.  He’d even situated his Kaonian quarters close to Megatron’s, so they could spend as much time together as possible.  It was rare for Soundwave to see Megatron at all these days outside of council meetings.  He wondered, if he said the word, if he asked Megatron’s forgiveness and affection, would he even return? 

Starscream was a very persuasive mech – living fire, passion, and even a little animosity.  He was a challenge in the best way, always keeping Megatron on his toes, pointing out each and every mistake, making Megatron stronger, smarter, better.  In a way, he was like Optimus – an ambitious, conniving Optimus, but the end result was the same.  How could Soundwave compete with  _that_?

Soundwave wasn’t contrary.  He didn’t argue, he barely stood up for himself.  He may as well have been a very devoted doormat, a slave, even after all this time.  And so, he did the only thing he could think to do, for a shot at Megatron’s sincere, appreciative attention, and kept his eyes on  _everything_.

True, surveillance was his job, but nothing happened in the city of Kaon without Soundwave’s knowledge, and though it was difficult to keep his attention focused on the far-off lands the Decepticons conquered, any Decepticon would have to be  _trying_ if they wanted to avoid his notice.  Even the Autobots weren’t entirely immune.  He’d uncovered quite a bit of useful intel before they grew wise, allowing the Decepticons to claim Stanix and Tyrest with ease, taking with them resources, and valuable prisoners.  Megatron’s brief praise had been music to his audials.

But this sort of accomplishment was nothing new for him.  He was falling back into his old habits, but the good he achieved was forever counterbalanced by the bad he refused to admit to.  He’d once again taken to expending every scrap of his energy on the war effort, working tirelessly until he at last passed out, still affixed to his terminal.  His Symbionts were starting to show their worry.

“Boss,” said Buzzsaw, “You can’t stay cooped up in your room all day every day.  You gotta spread your wings and fly from time-to-time too.  Surely you’re itching for it!”

Now that Buzzsaw mentioned it, there was a little itch in the back of his head from the restless flight coding, but it was easy enough to ignore while buried deep in the trans-communication network, allowing Cybertron’s massive data mine to flow through him, become him.  Even flying couldn’t compare to  _that_  rush.

Of course, Buzzsaw wasn’t the only one to protest.

“You’re going to burn out again,” Ravage warned.  “And then Megatron’s gonna get dragged away from leading to come take care of your sorry aft.  You don’t want to inconvenience him like that, do you?”

To be honest, he kind of did.  The capacity wasn’t ideal, but Soundwave would take a worried Megatron sitting by his bedside over no Megatron at all.  He was  _almost_  tempted to let the fantasy come to pass.

But Soundwave wasn’t  _that_  stupid, and Megatron would lose all respect for him if he intentionally injured himself for attention.  That was something  _Starscream_  would do.  Besides, despite Ravage’s misgivings, Soundwave was still operating at eighty-six percent functional capacity, and feeling pretty well – better than he had at any point prior to his upgrade.  He wasn’t particularly worried about burnout at this point.  Give it another decade or two.

Laserbeak could only pulse in irritation at his chest.   _Come outside.  Come outside with me_ , he seemed to say.  It was a bit more convincing than the previous two arguments, but Rumble was the one to deal the final blow.

“I wish you’d teach me how to fight again.”  Soundwave actually turned his head away from his terminal at the request.  Sensing his victory, Rumble pressed on, beaming.  “We used to fight every day, back when I first came online, but it’s been  _years_.  I’m itching to throw a punch, boss, and Motormaster won’t teach me to fight ‘cause I’m a Minicon.”

“You could teach  _us_  to fight too,” Ravage noted.  “It  _is_  a war, after all.  And look at us, all small and defenseless.   _Easy targets_ , we are.”

“And Beaky and I taught  _you_  to fly.  Where’s the reciprocity?” Buzzsaw added.

Soundwave vented a heavy sigh and disconnected.  Very well.  They’d won.  For the first time in months, he left the sanctuary of his room for something other than a War Council meeting.  And he did it again the next day, and the next, until he was out in the coliseum every day, sparring with Rumble, with Ravage and Buzzsaw and Laserbeak, teaching the little ones how to fight for their lives, and loving every minute of it.  He’d forgotten how good it felt to move like that.

Of course, being out in public was bound to draw attention.

“I am consistently surprised at how well he has adapted a non-combat frametype to excel in battle.” 

Shockwave sat in the stands, far enough away that Soundwave should not have been able to hear him, had he been a normal mech.  And he was not alone.  Sitting on either side of him were two more mechs – tall, broad, both with a variation of silver and purple in their color schemes, and, judging by the looks of them, aerial frames.  The first was Blitzwing, the second was a mech Soundwave had never met before.  Astrotrain?

“He doesn’t look so tough to me,” Blitzwing muttered, his voice heavy with a Tarnian accent.

“Yeah, me neither,” Astrotrain agreed, speech originating him from Yuss.  “I’d look good too if I was fighting Minicons.”

“I would not write him off, were I in your position.  Soundwave was able to fight Megatron to a draw at the peak of his career.”

“Yeah?” Blitzwing countered.  “And when was that?  Years ago.  He’s probably all washed up now.   _Look_  at him!  I could break him in half with just a finger.”

Astrotrain seemed eager to one-up the boast.  “Oh  _yeah_?  Well  _I_  could break him in half with – er – with just my finger too – and with my eyes closed!  Bet you can’t do  _that_!”

“We shall see.”

Now painfully aware of his unwanted spectators, Soundwave found himself without the will to fight.  He turned away from Rumble, who still lay in a dizzy pile on the ground, and instead turned his attention to the chatty trio.  Their boasts grew less confident under his eerie gaze.

“Blitzy, he’s lookin’ over here!”

“I can see that.”

“Well, make him look somewhere else.  He’s kinda creepy.”

Soundwave took a step closer.

“Oh great, now he’s coming over here.  Why’s he coming over here?  You think he heard us?  I don’t want him over here.  What if he touches me with one of those feelers?”

“Shut up, Astrotrain.  You’re an embarrassment.”

Step.

“Oh Primus!  I thought he was creepy before, but this?  I don’t like him looking at me!”

Step.

Two sparks pulsed faster, two bots grew more and more unnerved the closer Soundwave came.  He would find it hilarious were they not supposed to be fierce Decepticon warriors.  Pit, Blitzwing was an officer.  What a shameful display.  He had half a mind to grab the pair with his cables and bash them together.  Unfortunately, Shockwave decided to interrupt that particular train of thought.

“Soundwave, you are adjusting to the new frame quite well.  It pleases me to see.”

Soundwave did not dignify the comment with a reply, but Shockwave likewise did not seem to expect one.  “And it is good to see you so active.  Daily practice will help to keep your frame in top condition, but do take care not to strain it.  Damaged as it is, it is not my belief that your spark can survive another frame overhaul.”

Shockwave was doing it again – that thing that never ceased to irritate Soundwave.  He was willing to bet that the mech didn’t know the meaning of the word ‘tact.’  Were he still using his avatar, Soundwave would have taken the opportunity to tear him apart.  But Shockwave was too useful to kill.  Instead, Soundwave stood still, head cocked just slightly, silently begging Shockwave to get to the point and leave him alone.

“What do you want, Shockers?”  Rumble to the rescue.  “The boss is a busy mech.  You’re cutting into his training time.  And by  _his_  training time, I mean  _my_  training time.”

Shockwave had no response to that, though his companions exhibited an irritating combination of surprise, bafflement, and laughter.  It was to their own detriment, to underestimate a Minicon.  Rumble could have taken on either of them, Soundwave was certain.

“I am here with a request,” said Shockwave.  “I have recently provided upgrades to Blitzwing and Astrotrain.  I am looking to test their new abilities in combat, prior to releasing either for active duty.  It seemed to me that you would make for an adequate sparring partner.”

Soundwave nearly laughed at the sounds of fear erupting from the pair of unpleasant mechs.  It was worth agreeing to the proposal for that alone.  But he couldn’t deny that he was curious.  Shockwave’s Tarnian lab was beyond Soundwave’s range of hearing, and its security was enough that he had no desire to break in without good reason.  Shockwave’s business was the most well-kept secret in the Decepticon military, and neither of the mechs before him had been chatty about their ‘upgrades.’  What exactly had Shockwave done to them?

Shockwave was still waiting for an answer; far be it from Soundwave to waste any more time.  He nodded his consent, commanded Rumble to wait in the stands, and began his march back to the center of the field. Predictably, Blitzwing and Astrotrain began to argue between themselves.

“You go first, Blitzy!  You’re the officer,” Astrotrain urged.

“Well, as officer, I order  _you_ to go first.”

“What’s the matter?  I thought you said you could break him with just a finger.”

“And deprive you of the opportunity to test your upgrades?  That would just be cruel!”

“There is no reason you cannot attack him together,” Shockwave interrupted, voice matter of fact as ever.

The suggestion seemed to work for Blitzwing and Astrotrain, for, as one unit, they hopped down from the stands and followed Soundwave into the ring, wings twitching in anticipation.

“Whoa, that feels so weird,” Astrotrain muttered.  A recent flight-mode upgrade then.  Astrotrain wasn’t used to having wings.  Then again, Blitzwing was already a flight frame.  What could  _he_  have possibly upgraded to?

Their discomfort and apprehension drained soon enough.  As before, Shockwave called the start of the match, and Soundwave, as always, began by leaping out of range.  But Blitzwing had predicted as much, and my, wasn’t it horrifying to find himself being charged down by an accelerating jet?  Soundwave managed to dodge before Blitzwing’s speed increased to an absurd extent, but the jetfighter was quickly circling back around for another strike, and Soundwave had no illusions that he’d be able to dodge a second time.

Worse yet, he could hear the sounds of transformation from behind him, and something – heavy and fast and ground-bound, charging at him from behind.  His mind made the calculations in an instant; he could work this in his favor.

Soundwave whirled around, arms crossed over his body for all the protection he could manage, but even that was not enough to keep him safe from a high-speed  _train_.  He had not considered the possibility that Astrotrain would have a ground-bound alt mode, which in retrospect, was rather foolish.  His name was Astro _train_.  But where was the ‘Astro?’  Why the wings? 

What did it matter?  Light, delicate Soundwave went flying across the arena, momentum stopped by a strut-shattering collision with the wall.  But he was still better off than poor Astrotrain, who had taken the missile barrage intended for himself.  The locomotive reverted to root mode and collapsed to the ground in a smoking, groaning heap.  One down.

And with Blitzwing on his own in the air, Soundwave found the battle to be much more balanced.  A well-directed sonic assault was all it took to disrupt his navigational systems, and down he went.  But it was in this descent that Soundwave at last realized just what Shockwave had done.

It seemed that Blitzwing felt that his jet mode was too flimsy to hold up to an impact from even a low height; he transformed in mid-fall, growing bigger, bulkier, and far more protected.  A tank.  Blitzwing was a tank.  So  _this_  was Project: Triple-Changer.  That explained all of his questions about Astrotrain, as well.

But that was irrelevant at the moment.  Soundwave had no great love for tanks, and here one was, crash-landing in the middle of the arena floor.  Blitzwing landed hard, entire frame creaking and warping out of shape, but he seemed to be holding up better than poor Soundwave.  His arms had been mangled in the collision with Astrotrain; he wouldn’t be able to fly away, even if he’d wanted.  Pit, he wasn’t entirely feeling up to standing at the moment, which was a damn shame, for Blitzwing did not need to move in order to keep on fighting.  Indeed, that turret was rotating, seeking out Soundwave, ready to shoot him down.  Soundwave doubted the attack would be lethal, but he couldn’t help wondering – would Megatron miss him while he was gone?

He was blessed to not have to find out.  He heard the sound of soft scurrying, a creak and a clatter, and then Blitzwing’s cry of pain.

“Frag!  Ow!”  He shifted back to root mode, or at least, he tried to.  A hefty chunk of arena, blown from the ground in Blitzwing’s previous assault, had found itself wedged into the gears at the base of his turret, preventing its rotation, and digging itself in further the more he worked at it.  On his roof stood Rumble, grinning audial to audial in smug victory.

“Who’s laughing now, freak?” Rumble cackled.

“What the?!”  The poor, frazzled tank tried to rotate, to find the source of the noise, but Soundwave heard from deep within him a heavy thud, and then a groan as his poor tracks tried their hardest to turn him around – no easy feat, when one of them was half-collapsed.

“Look at  _you_!  You’re just falling apart over here.  How are you supposed to beat up the boss like this?”

How indeed?  He hadn’t expected Rumble to jump in, but he wouldn’t deny his gratitude.  Besides, a two-on-one match was hardly fair, and Soundwave’s Symbionts had always been intended to assist him, and in the case of Rumble and Frenzy,  _protect_  him.  This was the way things were meant to be.

Soundwave took Blitzwing’s distraction as an opportunity to hoist himself to his feet and hobble across the arena to the poor, distressed tank.  Once safely at his back, he ordered Rumble down, reached out with a cable, and wedged it between a gap in between damaged plating.  Blitzwing had just enough time to realize what was happening before Soundwave zapped him into stasis.

They’d won.  How exhilarating.  He wondered if Shockwave had what he’d been looking for.

“That was a most disappointing performance,” he acknowledged, voice neutral as ever.  “Astrotrain failed to transform a second time altogether.  And the pair does not exhibit much in the way of teamwork.”  He stepped down from the stands to more closely observe his stasis-locked mechs.  “Still, Blitzwing’s transformations were smooth.  Further training is required, but I would overall consider this phase of Project: Triple-Changer a success.”

Good for him.  Soundwave was feeling less enthusiastic about the affair, with his arms warped and his back plating cracked and caved.  He felt like a wreck.  But his disquiet stemmed from more than mere physical injuries. 

There hadn’t been time to dwell on the implications of Shockwave’s experiments during the battle, but now that there was, he found himself horrified.  True, Blitzwing and Astrotrain had seemed happy enough to be ‘Triple-Changers’ now, but it was difficult for Soundwave to accept quietly. 

Shockwave had given each a secondary alt mode; it shouldn’t have been possible.  What was the purpose of a jet that could turn into a tank?  Why would anyone need such a thing?  And moreover, how had that unlikely duo gotten mixed up in this project?  Had they volunteered?  Had Shockwave solicited them?  Why Blitzwing and Astrotrain?  Neither was a particularly adept fighter, but they weren’t common, expendable foot soldiers either.   _Why_?  And what would this mean for them in the future?

He knew he was overreacting, and yet, he felt fully justified in his fear.

Shockwave was undeniably brilliant, but there was no denying that he saw the mechs around him in a different way than most.  He had no empathy, and saw no reason to pretend otherwise.  People were tools.  He cared about them only as far as they were useful or interesting to him.  Soundwave knew this first hand.  And he hated it.

Project: Triple-Changer was relatively harmless, once deeply-ingrained, yet unwanted Functionism was set aside, but Shockwave was unlikely to stop there.  Soundwave had seen just the tip of the iceberg, had heard brief, sterile descriptions of the further projects Shockwave had in store.  Things were about to get worse.  Perhaps it was time to start keeping an eye on that mad scientist – make sure he didn’t cross any lines that were better left uncrossed.

He considered sending Ravage in, considered bugging the lab, hacking his comm, listening in on private conversations, but that was all needlessly complicated.  Shockwave enjoyed having Soundwave close; it was an opportunity to observe his own handiwork in action.  Soundwave would find it easiest to visit Tarn in person, and do his work from there.

At least it would get him out of his room.

And so, Soundwave had taken to following Shockwave around like a lost cyberkitten, keeping that shady mech in sight for as long as he could get away with.  Shockwave no doubt knew exactly what Soundwave was doing, but if he had any objections, he didn’t raise them.  He merely continued about his daily business – welding, soldering, coding, calculating, reviewing, revising, and so on, before starting all over again.  It didn’t particularly appeal to Soundwave’s interests; he spent most of his time jacked into Shockwave’s terminal doing the same damn things he always did, save for the rare occurrences that Shockwave asked him to run some calculations or double-check his handiwork.

He saw Blitzwing and Astrotrain come and go for a few weeks, receiving tune ups, running tests (as it turned out, Astrotrain’s second alt mode was quite a bit . . . larger than Soundwave had expected.  What did they need a  _space shuttle_  for?), and generally making a nuisance of themselves. 

Then the breakdowns began.

One moment, Blitzwing was fine, the next, his spark was exploding in his chest, leaving him a screaming, burning wreck on the floor, rapidly alternating between each of his three modes until he purged, again and again. Astrotrain’s attacks were a little less severe, but no less horrifying.  On the whole, they only lasted for a minute or two; then the stricken mech would get up and wander off to bury his head in shame.  Still, that was two minutes too many.

“This data is unsatisfactory,” Shockwave had said, after the triple-changers were gone.  “Their core processors seem to be too damaged to merit much benefit from my alterations.  I shall need another specimen in order to draw the necessary conclusions.”  He paused for a long moment, and Soundwave was struck with the sudden fear that  _he_  would be the one forced to undergo the conversion process.

“Please inform Megatron of my request.  He will direct me to the most appropriate subject.”  Soundwave nodded and decided to do the opposite of that.  Like the Pit was he condemning some random bot to become a broken, unstable wreck of a science project.  As far as he was concerned, Project: Triple Changer was not worth pursuing.

~~~

Shockwave did not work in his laboratory alone.  There were six other bots who were frequently in and out, plugging away at projects of their own.  He recognized Hook as one of them, but the others he did not know personally.  These were the Constructicons, as the Decepticons had taken to calling them, for their role in rebuilding Kaon into a military stronghold.

The bot known as Mixmaster spent most of his time inventing horrifying new viruses, while Hook worked tirelessly to create the _cures_ for said viruses.  Scavenger dug up rare minerals, Scrapper was plotting out designs for some kind of suit of armor, Bonecrusher was a pro at breaking down unused buildings to harvest their most useful materials, and Longhaul only really ran errands for his more ambitious companions, a fact which seemed to irritate him to no end.  However, though Soundwave heard everything that happened around him, he couldn’t fight the feeling that the Constructicons were acting rather shifty, particularly where Shockwave was involved.  His gut told him that the whole lot of them were up to something, but on the surface, everything appeared normal. 

He didn’t like that at all.

In the end, Soundwave spent a good half a year keeping tabs on an unchanging Shockwave. In that time, the shady scientist had remained surprisingly on the level.  Project Triple-Changer had been sitting on the back burner, leaving Shockwave to instead pluck away at some kind of tool he was creating – what appeared to be a cable that could be plugged into a bot, most likely to get greater benefits from recharge.  Whatever it was, Soundwave was glad that it didn’t violate the laws of morality and nature.  Or so he’d thought.

The truth was sadly forced to the forefront one day, when he followed Shockwave to the interrogation room, where Onslaught’s creepy rotary lackey was waiting for them, arms folded over his chest and a disgruntled shiver in his spark.

“Vortex,” Shockwave acknowledged.  “I understand that you’ve used the prototype I sent you.  I would like to hear about your experience.”

Despite the mech’s aggressive stance, his spark gave a tiny, nervous flicker as he spared a glance at Soundwave.  “What’s  _he_  doing here?”

“Soundwave is recording my progress.  His presence allows me to more thoroughly look back at my process to see where improvements can be made.”  Was  _that_  what he was doing?  It was a rather logical purpose for a bot like him, though Shockwave had never requested any of his recordings.  How much truth was in that explanation?

“Well,” sneered Vortex, “Let me just start by saying, there’s a  _lot_  of room for improvements.”

“Did it not work to your liking?”

“An understatement.  I’m sure your patch will be a great tool once you work out some of the little bugs.”

“I am detecting sarcasm.”

Vortex gave a sharp cackle.  “ _There’s_  a shock.  No, really.  Jolt of electricity, right to the brain module.  Can’t learn any big bad Autobot secrets from a fried processor.  You owe me new prisoners.”  He folded his arms in a childish display.  Soundwave was willing to bet the mech was pouting behind his faceplates.

“Very well,” Shockwave replied.  “Thank you for your feedback.  I shall begin work on my next prototype as time permits.”

“Not really sure why you bother,” Vortex commented, echoing Soundwave’s own sentiment.  Why was such a useless and potentially dangerous tool worth investing so much time and money into? Shockwave still had plenty of work to do, plenty of bots to upgrade.  Rumble, for instance.  “I personally prefer to get down and dirty with my patients, y’know?”  He transformed his fingertips into some rather lethal-looking claws to illustrate.  “Feels a bit more . . . I dunno, intimate?”  Disgusting.

“I have no interest in your perversions,” Shockwave countered, once again echoing Soundwave’s sentiment.  Why was he even here?  Shockwave and Vortex were both reprehensible mechs; he was better off back in his room, pretending he didn’t know what they were doing.  Shockwave continued.

“But I will note that the Autobots have at their disposal Perceptor, a bot widely regarded as one of the most brilliant minds on Cybertron, if not  _the_  most brilliant, if I were the kind of mech who believed in absolutes. Already, the Autobots are working to create their own armaments to increase their not-insignificant edge over our forces.  It is my duty to stay ahead of the Autobots, to create the tools Perceptor could never create, for I lack the moral qualms that hold him back.”

The words were dangerous.  Shockwave had admitted to a lack of morality; the sky was the limit in terms of his creations, no matter how many lines he crossed.  It made Soundwave uneasy.  They were fighting this war to liberate the oppressed castes, to allow each and every Cybertronian to live as equals, no matter the circumstances of their birth.  They were not cartoon villains, destroying lives and torturing innocents just to see what would happen.  How could Megatron have signed off on this?

Soundwave would speak with him; make him see reason.  Shockwave’s experiments weren’t helping the war, rather, they were opening the door for untold horrors down the line.

~~~

The trouble was, of course, finding the time to speak with their leader.  Megatron’s every rare moment of free time was spent passionately entangled with Starscream (disgusting), and Soundwave never  _had_  been good at speaking up at the War Council meetings, or at all.

But what choice did he have?  Anonymously submitting his findings regarding the nature of Shockwave’s experiments bared no result, and sending personal requests by comm merited the same.  If Megatron was ignoring him in private, then he would have to be caught in public.

Preferably while in a good mood.

Of course, that was easier said than done.  Megatron was irate more often than not these days, presiding over the meetings with an uneven spark and a strangled stream of air hissing from his vents.  Soundwave couldn’t understand where this attitude was coming from.  They were faring well, all things considered. 

“We’ve taken the Manganese Mountains with minimal casualties,” read Onslaught from his data tablet.  “We’re holding strongly in Protihex and Kalis, though Nyon is still a fierce battleground.  Civilian casualties sit at 41%.  Carpessa is being held as a neutral stronghold, for however long they can manage that; not long, I suspect.  The Autobots have Valvolux and Uraya, but their influence is waning in the region, as they find their supply lines through the Rust Sea increasingly isolated.”

The hiss of air emanating from Megatron grew hotter and harder as Onslaught spoke, until it evolved into a low growl.  It was good news for the most part, and yet here Megatron was, angry, and even a little bored, if Soundwave was reading that slouch correctly.  Perhaps he missed being a part of the action?  Soundwave certainly missed fighting, and he had never been a warrior of  _Megatron’s_  caliber.  And that could also help to explain the extra dents in Starscream’s wings today . . .

Soundwave deleted the thought.  He was not going to dwell on the increasingly violent things he couldn’t help but overhear.  Starscream was surprisingly hardy for a dainty flight frame.

. . .

“It comes down to aerial support,” Onslaught continued, despite the sleepy optics and disinterested postures of the rest of the council.  “The Autobots may outnumber us, but they have very little in the way of Aerial support, save for the occasional displaced immigrant.  And I have one of my own mechs in talks of treaty with Altihex, which will further cripple their ability to fight back, while giving us the benefit of orbital support.  We will  _crush_  them!”

A triumphant cheer rang out from the Vosian representatives, but the rest of the room couldn’t be bothered to show interest.

“Yes, Onslaught,” Megatron growled, words dripping with scorn.  The strategist tilted his head, yellow optics brightening in confusion.

“Is there a problem, my Lord?”

“We have the ability to ‘crush’ the Autobots, or so you have said.  Why then, do we continue to struggle to secure Nyon?”

“Nyon is of major strategic value,” Onslaught answered after a moment’s hesitation.  “It is the Autobots’ last major link to the energon mines of the Sonic Canyons.  Without it, their supplies will be limited; and so they fight back with more force to secure it.”

“Then it seems to me,” said Megatron, “that we should be trying a little bit harder to secure it.”

Onslaught’s spark pulsed a resentful rhythm.  He did  _not_  like that answer.  “With all due respect, Lord Megatron, we have relegated all available troops to Nyon already.  But we cannot allow our own borders to weaken, and we still need forces on the ground to supply us.  We are doing the best we can.”

“And your best, it seems, is not good enough.”  The words were smooth and calm, but no less hurtful. 

Onslaught gaped, mouth flapping hopelessly as he struggled for the words to say.  “Sir –“

As much as Soundwave hated Onslaught, even _he_ couldn’t deny Megatron’s unfairness.  Had he only a little more influence, he would have reproached their leader.  But what could he do?  What could he say?  He was already hoping to put an end to Shockwave’s dubious projects.  He needed to be in Megatron’s good graces for that.  Onslaught would have to suffer for now.

It seemed, alas, that fate and karma had joined together to preemptively punish Soundwave for his cowardice.  It was only fair.

“What we need,” Megatron interrupted, “is a stronger weapon – something that will crush the Autobots more thoroughly than our aerial forces.”  He ignored the irate huff from Starscream at the words, and instead turned to Shockwave.  “What have you got for me, Shockwave?”

Well, that hadn’t gone as planned.  But it was fine.  Project Triple-Changer was in limbo, and Project: Cortical Psychic Patch was on the back burner.  Shockwave had nothing.

“Lord Megatron, I would like to present to you Project: Gestalt.  Hook, if you could come down?”

What?   _How?_   Soundwave had been watching Shockwave like a hawk – listening in on his every conversation, his every communication.  Project Gestalt had never come up!  How had he found the time to work on it – to _finish_ it?

Hook crawled down into the arena, and as if called to order, the rest of the Constructicons trickled in from the hallways.  But no one  _had_  called.  Soundwave would have heard it!

“I’m afraid I’ll need a refresher, Shockwave.  You have so many projects; it can be difficult to keep them all straight.”  Megatron folded his claws over his chin, a twinkle of interest in his optic. 

“I believe the project will speak for itself.  However, it does indeed aim to be a super-weapon, which will, as you requested, ‘crush’ the Autobots.”  Shockwave scurried backwards with a haste Soundwave had never seen before, though the reason for it soon became clear.  Hook and the other Constructicons were moving, Hook, Bonecrusher, Scavenger, and Longhaul leaping up, while Scrapper and Mixmaster transformed on the ground.  As one unit, six bots grew, reformed,  _combined_ , until, after one horrifying moment drawn to eternity, they stood, not as the Constructicons, but as a new bot – towering over the open-air coliseum, with disjointed, and yet strangely-uniform limbs, torso, head.  What was this monstrosity?

“Lord Megatron, this is Devastator.”

Devastator punched his fist for maximum intimidation value, letting out a deep roar that shook the ground.  In his throne, Megatron had risen to the edge of his seat, mouth agape, pulse racing, and wonder in his optics. He was pleased.  Soundwave’s goal was ruined.

Devastator’s mighty presence was a crushing weight, that demanded attention, demanded awe, demanded respect, and the gathered Decepticons had offered it up in full force.  However, the spell was quicker to wear off on some, and the novelty of a titan among mechs made way for questioning minds.

“So what?  It’s a big bot,” griped Starscream, folding his arms behind his back, wings held stiff and unyielding. 

“I have the power of one hundred bots,” Devastator roared in response, nearly knocking poor Starscream off his feet.  He was quick to recover, however.

“One hundred  _soldiers_ ,” Starscream scoffed.  “And all we had to do was give up our chief medical officer, and a significant chunk of our greatest engineers.  Seems like a fair trade to me.”

“Enough, Starscream!” Megatron bellowed, waving the snide Seeker silent.  He rose from his seat, stepping closer, until he stood at the feet of the titanic bot.  In a sudden rush of air, he bolted from his throne, flying forward at a frightening speed, and slammed his fist, hard as he could, into Devastator’s leg.  The abomination didn’t so much as flinch.

A smile spread across Megatron’s lips.  “You’ve really outdone yourself, Shockwave.  Tell me, can you make more of these?”

“I can, My Lord.  I will need teams of at least five mechs who possess a closer bond than average, a few years for the gestalt coding to take root, and three million shanix for operational costs.”

“Done.”

“Wait!  Wait, hold on a minute!”  Octane, chief of finances, was rushing forward, waving a hand in the air, an angry gust streaming from his vents.

“What is it, Octane?” Megatron groaned.  His mind had been made up, dangerous as that was.  Starscream and Onslaught had both argued with Megatron’s whims earlier, and their points had been annoyingly valid.  And it wasn’t difficult to guess Octane’s equally legitimate complaint, which was certain to be brushed off.  Megatron had latched onto this preposterous idea with no regard for reason, and Soundwave did not like it at all. He’d always been drawn to Megatron’s sense, his logic, his insight and poetry.  What had happened? 

“We cannot afford this, Sir!” Octane protested, hands gesticulating wildly.  Soundwave had never seen him so brave in the face of Megatron before.  “Without a proper system of taxation, our forces have no funds outside of generous donations from our wealthiest supporters, and those are fast running out.  Unless you can find another means of making money, then we can’t possibly . . .”

Megatron swung, rage finally getting the better of him.  Was it luck that stopped his punch before it made contact?  Or a moment of clarity?  Either way, Octane was fortunate to escape the blow unscathed; it would have destroyed him.  As it was, he collapsed backwards to the ground, landing hard on his aft, a terrified little wreck.  Soundwave pitied him.

“T-that’s it!  I’m done with this farce!  I’m not presiding over this joke of an office anymore.  Good luck funding the war without me.”  He scurried to his feet and fled the room, as the judging optics of his former peers watched his retreat. 

“Lord Megatron, if I may?”

“What is it, Onslaught?” Megatron groaned, realization dawning on him.  He’d just frightened off a member of his council, and made himself a fool at the same time.  He’d held the respect of his followers for so long by being an infallible deity.  To see him lash out at an underling, to see him disregard advice from his advisors who knew better, it would be difficult to recover from such a blow, even if its impact was unseen.

“I have a mech, magnificent salesman.  Give him two shanix, he’ll turn it to two hundred by the end of the day.  He’ll be an excellent replacement for Octane, if you will allow it.”

“Very well,” Megatron agreed.  The anger that had been ever-present in his voice faded away, leaving the warlord sad and weary.

“Thank you, my lord.”

From that point in, Megatron was amenable to every request made of him.  He heeded all advice, he listened, he tried, giving his all to be the best leader he could be.  He did not raise his voice, or show any other sign of anger, even as Crucible told him of a lost battle in Stanix, as Deadlock spoke of the low morale on the Hydrax Plateau, as Starscream tried his hardest to bicker and gripe.

The meeting ended within the next hour, and Soundwave trudged back to his room, likewise defeated.  Megatron had eagerly approved Project: Gestalt.  There was no point in trying to rein in Shockwave now; he had free reign to do as he pleased, no matter how profane.  And if that was the case, then Soundwave wanted to know as little as possible.  Besides, Shockwave apparently had some means of keeping information from Soundwave if it pleased him; what was the point in upsetting himself if he couldn't even see the worst of it?

Instead, he would go back to his old routine, day in and day out, monitoring the revolution. 

He was quite surprised, in his low mood, to see Octane waiting for him, leaning on the door to his chambers.  The mech had been his first helping hand in the Underground, had brought Soundwave to the top of the Pits, had forsaken his own wealth to help the revolution, had stayed at Soundwave’s side, managing his affairs, even after Soundwave had given up life as a gladiator.  In retrospect, Soundwave had been quite unfair to the poor mech, who had so selflessly provided Soundwave with far more than he deserved.

“Soundwave,” he greeted, waving a lazy hand.  The posture was casual, but his mood was tumultuous, a barely contained river of anxiety and anger.  Soundwave nodded his acknowledgement.

“I just came to say goodbye.  We’ve known each other so long; I wanted to say something.”

“Gesture: appreciated,” Soundwave said, voice hoarse from disuse.  When was the last time he’d spoken?

“And I also wanted to wish you luck.”

Soundwave tilted his head.  What did  _that_  mean?

“I think the war’s getting to Megatron.  Or that stupid prissy Seeker.  One of the two.  He’s been so high strung lately, it’s only a matter of time ‘til he snaps, don’t you think?”

Probably.  But Soundwave had no intention of saying such a thing aloud.  Octane gave him five seconds to reply, but when no reply came, he pressed on, defeated.

“Right.  Anyway, it looks like they’ve already got a new position for me.”  His tone was optimistic, but his spark churned in nervous waves.  Not a good sign at all.

“I’ve been selected for Project: Triple Changer.  They’re gonna make me stronger, as thanks for all my hard work.”  And that was a lie, if Soundwave had ever heard one.  Had Megatron ordered this?  Why?  Did he think Octane was about to spill Decepticon secrets to the Autobots?

Soundwave doubted the possibility, but the decision made a depressing amount of sense.

{{ Wish you luck, }} Soundwave echoed in Octane’s voice.  He nodded his head, and extended a calming influence through his field.  There was nothing he could do to stop this progression of events, not with his current lack of power.  The least he could do was make Octane feel a little better.

“Thanks,” Octane laughed, a surprisingly genuine gesture, given the circumstances.  His mirth was short-lived, however.  “Err, anyway, I just, will be going now.  Take care of yourself,” he said, rising to his feet, and stepping closer, to give Soundwave’s arm a reaffirming squeeze.  “And Rumble and Ravage, and Buzzsaw and Laserbeak.  Take care of them too.”  He paused, and then, in a darker voice, added, “and Megatron.  See you around.”  He released his hold and continued on by, down the hall, and away into the night.  And much to his surprise, Soundwave found himself sad to see him go.

He should have been able to stop such a thing from happening.  A few years ago, he would have been.  He only had himself to blame.  He’d allowed Starscream to slip into the position that rightfully belonged to  _him_ , to usurp him, to isolate him from the one he cared for most. 

This had to change.

If Soundwave wanted any hope of keeping Megatron’s most unwise of actions in check, then he needed to get back to where he belonged, a fact which he grew all the more certain of as he jacked into his terminal, allowing his optical sensors to become one with the city’s surveillance network.

Megatron had been easy to find.  He stood alone, in a decrepit shack in the twelfth district.  Soundwave knew the place well; they had called it ‘home’ for years.  The network's audio sensors were too weak to pick up the sounds of Megatron’s body, but Soundwave didn’t need to hear, to know that the mech was in one of his tempers.  His fists clenched hard enough to bleed, his shoulders were held so tense that they trembled, his head was hung low, obscuring his face.  And then, he lunged at the wall, throwing blow after blow after blow, forcing the heavy metal to buckle and cave.

He didn’t stop until the entire house had fallen down upon him.  And when he emerged from the wreckage, his optics were ablaze with the fires of his fury.

Soundwave had never been so scared.

He had to put an end to this.

For the Decepticons.  For Megatron.

For himself. 

 

**Notes for the Chapter:**

> For the record, I have given up on trying to get these locations to correspond to any existing map. Someday I may be inspired to make one myself, at the very least so that I can keep them straight. Eh, we'll see.


	17. Something Worth Fighting For

**Summary for the Chapter:**

> Starscream approaches Soundwave with an unexpected offer.

Despite his new resolution, Soundwave’s position remained static for another year or so.  Even his best efforts couldn’t change the fact that Megatron was one of the most powerful mechs in the world right now; there was no making him do anything he didn’t want to.  A direct confrontation was difficult to manage with a bot who was so rarely alone, comms and requests for audience continued to be ignored, and Megatron was surely too busy to attend to Soundwave, should any harm befall him.  He was stuck.

But that didn’t mean that Soundwave was doing nothing.

His job was surveillance, but surveillance was hardly enough to keep him occupied.  He knew every step of the revolution inside and out, again, that was not new.  In his free time, he’d hacked Hook’s medical records and began work on compiling detailed profiles of every Decepticon on record (he’d need to hack the Autobots as well, once he’d finished).  But all of his projects took a backseat to managing Megatron’s life, all without Megatron’s knowing.

He’d post dangerous, outspoken, and rowdy allies in places that Megatron coincidentally needed to pass on his way to his own duties, to give him an opportunity to let off some steam.  He’d schedule Starscream in Vos, in Protihex, and Stanix, all to give Megatron some time away from that toxic mech.  He spotted potential problems in the infrastructure of the base, and resolved them before they even had a chance to catch Megatron’s optic.  As far as their great leader was concerned, the war effort was running smoothly.  And (as far as Soundwave was concerned), as a result of his hard work, Megatron was noticeably happier these days.

Of course, even Soundwave couldn’t predict every outburst.  Megatron was a warrior at heart; sitting in the comfort of his throne and commanding others to fight and die on his behalf was far from the best position for him to be in.  He was antsy, anxious, and ready to explode at a moment’s notice, whether on the deliberately antagonistic Starscream, or an innocent Stunticon who happened to be in the wrong place at the wrong time.

Soundwave  _had_ to find a way back into Megatron’s good graces, before someone got it in his head to stage a coup.  And that someone would probably be Onslaught.

Megatron had dethroned the former mob boss in the earliest days of the revolution, but here he was now, near the top of the hierarchy, slipping his henchmen into whichever positions of power he could scrounge up. His right hand, Blast Off, had successfully brought in Altihex, and had subsequently been named representative of the city state.  Vortex was head interrogator, Swindle, head of finance (and, as much as Soundwave hated to admit, a much better fit for the position than Octane had been).  Once Brawl took Motormaster’s place training the recruits, his inner circle would be beyond reproach.  Soundwave didn’t like the maneuvering at all, but there was nothing to be done for it.  Not while Megatron’s attention was devoted to flashy diversions.

Project: Gestalt was well underway, and Motormaster had volunteered his ragtag group of Underground outcasts to be next in line to undergo the conversion.  Based on his history, Soundwave had a hunch that the mech was playing his own game of coup d’etat, but he lacked the finesse of the Combaticons, not to mention team cohesion.

The next few years were going to be a disaster; Soundwave could already tell.

~~~

_“It will please you to know, Starscream, that Jetfire and his crew have returned from Trypticon Station, unharmed.”_

_“What?!  Jetfire has?!  . . . I mean, that is wonderful news, My Liege.  Lord Megatron will be pleased to meet them.”_

_“Megatron?”_

Soundwave stood at his terminal, listening in on a heavily-encrypted conversation between Starscream and Senator Ramjet, while mapping the security nodes for the Autobot stronghold in Polyhex, listening to a news broadcast from Iacon, and compiling the data for three of his Stunticon profiles.  But it was the conversation that most captured his attention.  What was Trypticon Station?  And why had the Vosians refused to mention it before?  Also, why was Starscream so flustered to hear of Jetfire’s return?

_“You can’t mean to tell me you’re going to refuse to dedicate the brightest minds of Vos to the war effort?  We signed a treaty, My Liege.  Megatron would not appreciate our reneging on it.”_

_“And I do not appreciate the idea of squandering such talent on the monstrous depravities your Decepticon scientists get up to.  Bots that combine with other bots?  It’s sacrilegious is what it is.  Besides, I’d rather send them back up to experiment further with our little energy source.”_

_“Oh please, nobody approves of the things Shockwave gets up to, save for that lunatic, Megatron,”_ Starscream scoffed, before adding, _“Something’s not quite right with him these days.”_

 _“Jetfire will never agree to help you once he finds out what you’re doing,”_ Ramjet tried.

 _“Leave Jetfire to me.  You’ll find I can be very persuasive_.”  Starscream paused for a moment, as though thinking carefully over his next message. _“Besides, Megatron is annoyingly good at knowing everything that goes on around him.  He’ll find out soon enough; we’d be better off not keeping information from him.  His anger is truly a sight to behold._ ”  It sounded as though Starscream spoke from experience.  But he wasn’t wrong.  Even Soundwave had been on the wrong end of that temper before.  And  _he_  was strong enough to defend himself.

Starscream was right in regards to his other assertion as well.  He was savvy enough to have realized that all information eventually found its way back to Megatron, though it was unlikely that he realized the extent of Soundwave’s involvement in the matter.  If he had, he would not be having this conversation over his comm, least of all while residing in Kaon.  He was practically  _asking_  to be hacked.

Ramjet gave an exasperated sigh.  Soundwave doubted very much that the ‘King of Vos,’ as the Senator was locally known, had been defeated so easily by Starscream’s words.  He was either picking and choosing his battles, or he had something else up his sleeve. 

_“Very well.  I shall schedule a rendezvous in Kaon.  Standby for further instruction within the week.  Ramjet out.”_

How strange it was that, despite their treaty and integral involvement in the war effort, Vos remained such a volatile ally.  The Senator had yet to share any information about the whereabouts of Zeta Prime, even though he was aware that Megatron knew of their dealings with him.  He wanted to keep his top scientists to work towards their own ends, rather than contribute to the Decepticon war effort, and now there was this mystery regarding Trypticon Station and some new energy source.  Perhaps it was time to start paying more attention to Vos?

~~~

Ramjet made good on his word, and by the end of the week, Jetfire’s trine, consisting of himself, a cold, calculating grey mech named Skydive, and an energetic teal mech named Brainstorm, were set to arrive in Kaon, whereupon they would be given a tour of the base, as well as Shockwave’s laboratory in Tarn.  And it fell upon Starscream to provide this tour, as Megatron’s second-in-command.  Megatron himself had expressed only the barest interest in the ‘Science Trine,’ had had rejected the meeting in favor of more time spent demolishing sentimental buildings in the Underground.

That was a behavior that Soundwave really needed to see to.  It stood out as a glaring warning sign that something was wrong with Megatron’s state of mind.  But the mech had a particular aversion to medics, not to mention feelings, and Soundwave was woefully inexperienced in the realm of psychology.  What to do?  Could he successfully pull off an intervention?

Soundwave had intended to watch the arrival of the Vosians from the comfort and isolation of his room, surrounded by grumpy Minicons and six walls of live footage from news broadcasts around the world.  What he got instead was Starscream, pounding on his door with enough strength to force vibrations to echo painfully within Soundwave’s head.  What did  _he_  want?

“Soundwave, I know you’re in there!  Open up!”  How was it possible for Starscream’s delicate, spindly hands to pound with such a vivacious knock?  He could have muted his audials, but that would not have made stubborn Starscream go away.  Instead, he gave in, and allowed the door to slide open.

Smug and beaming, Starscream sauntered in, as though he hadn’t just been beating a steel door in a frenzied panic.  “Thank you, Soundwave.  I knew you would see reason.”

Soundwave may have allowed Starscream in, but that didn’t mean he had to be nice.  He kept his attention on his work, and his back to the mech in question.  Behind him, he could hear wings twitch and energon pump faster.  Someone wasn’t very happy about being ignored.

“Soundwave!  Did no one teach you manners?  You have a guest!”

“Sorry, manners were a bit lacking in the Underground,” Ravage supplied, slipping out from beneath the recharge slab and causing Starscream quite the fright.

“Gah!  Where did you come from?!”  And then, regaining his composure in record time, “I’m here to talk to Soundwave.  Go away!”

“I live here,” Ravage glared, and Starscream, much to Soundwave’s surprise, dropped the issue.  It seemed that even  _he_  wasn’t stupid enough to pick a fight with Soundwave’s Symbionts while in Soundwave’s presence.

“You can talk to us,” Buzzsaw chimed in from his perch in the rafters.  “It’s basically the same thing anyway, since the Boss wouldn’t bother speaking to the likes of you.”

Starscream stiffened, anger rising once more.  “I’m here to talk about Megatron!  I’ll fill you in if I want to discuss – I don’t know,  _scavenging_ , or whatever it is you beast bots do.”

“You watch your mouth!  At least I don’t spend all my free time  _preening_ in front of a mirror!”

Soundwave turned away from his terminal to fix Starscream a hard stare.  He wanted to talk about Megatron?  With Soundwave?  That  _was_  an intriguing notion.

“You can’t mean to humor this aft-face,” Buzzsaw groaned, drawing Starscream’s attention Soundwave’s way.

“Glad you see it my way, Soundwave.  Now, could you dismiss these annoyances so that we can have a conversation between grown-ups?”

Intrigued, yes, but not enough-so to cave to Starscream’s whim entirely.  He didn’t dismiss his Symbionts, rather, he called them back to him.  The look on Starscream’s face as the birds transformed to slide into his chest, as Ravage warped to take his place on Soundwave’s back, was beautiful enough to save into his memory banks for all time.  Rumble was off drinking with the soldiers in Maccadam’s.  Otherwise, Soundwave surely would have found a way to add him to the display.

“Do you  _have_  to do that?  It’s disgusting!”

Soundwave said nothing, but tilted his helm, his faceless stare still fixed on Starscream, begging him to get to the subject at hand.  When Starscream didn’t take the hint, Soundwave offered him a prompt.  {{ I’m here to talk about Megatron! }}

“Oh yes,” Starscream said, frame deflating, wings slumping at his back, “that.”  He folded his arms behind his back, in an attempt at regality, but nothing could hide the sound of his hands wringing at each other, nervous. Interesting. 

“I just – er, was wondering.  What was your relationship with Megatron like?”

There was  _no way_  Soundwave could find the words to answer that question.  Megatron was everything to him, even if it didn’t always work the same in reverse.  There were too many words to describe the years they’d fought at one-another’s side, their loyalty, respect, a bond that ran deeper than mere love.  At least, he hoped that was the case.

“Query: vague.  Please specify.”

Starscream’s optics widened, in shock and disgust.  “Primus!  I forgot that's what you sound like.  No wonder you never speak!”

Soundwave had no reason to put up with insults from  _Starscream_ , of all mechs.  He turned his back on the Seeker, returning to his station.

“Wait!  I’m sorry, I didn’t mean that.”

Soundwave stopped, but did not face Starscream.

“What I mean to say is, er – when you interfaced . . . did he get – er, violent?”

Soundwave started walking again.  Nope.  He was not having this conversation.  No way no how.

“Soundwave!  I’m being serious here.  It was fun at first but now . . . Megatron seems to be . . . not quite himself.”  His hands clenched at themselves tight enough to creak.  “What I mean to say is, he was rough before, but now – he seems to be . . . angry.  I don’t feel as though I’ve done anything to warrant the increasing abuses he throws my way, and yet – well, here I am, asking  _you_  about it.  Ugh, this was a bad idea.”

“Affirmative.”

Starscream’s hands flew from his sides, flailing wildly in his anger.  “Do not  _mock_  me Soundwave!  I know you’re jealous that he chose me over you,” It was Soundwave’s fists to clench this time, an action which did not escape Starscream’s notice, if his now-puffed-out chest was any indication, “but I also know that the two of you have been close for a long time now, and I’ll even acknowledge that you might know him better than I.”  And then, his pride vanished, replaced by pitiful begging.  “So I’m asking you –  _begging_ you!  Please help me fix this.”

Soundwave gave a sharp sigh and forced himself to meet Starscream’s optics, terrified, yet somehow resolute.  ‘Fix this?’  That was a laugh.  Starscream seemed to be making a lot of assumptions, mostly incorrect, regarding Soundwave, his relationship with Megatron, and just how much power he held in said relationship.  And poor Soundwave did not have the words to correct them.

"Method of achievement: unclear.”

“What do you mean, ‘unclear?’  Just – I don’t know, talk to him or something – well, that might be a bit much to ask in your case.  But, I don’t know – do whatever it takes to get him off my back!  I’ll even let you interface with him, if that’s what you want.”

“Desired effect: unlikely.”

“What does  _that_  mean?”

Soundwave had no answer to that, but Starscream didn’t seem to care.  “Okay, look, whatever.  You’re a smart mech, I know you can work out a solution, so do your magic.  I know you’ll get there, champ.  I believe in you!”

“Mission: accepted.”

“Well isn’t that just like you to – oh,” Starscream cut himself off, before his rant could gain traction. “Oh, you agreed?  Well, in that case – er, thank you.  That was a good call on your part.”  He turned to leave, and Soundwave was glad to at last be done with the obnoxious insect.  If only he had such luck.

“Oh, one more thing.”

Soundwave waited, resisting the mighty urge to jack himself back into his terminal and return to work.

“I can’t seem to reach Skywarp and Thundercracker; probably slacking off in the Sonic Canyons again.  Anyway, as Megatron’s second in command, I am ordering you to accompany me to meet the science team.”

There  _was_  no getting back to work, was there?  He could understand Megatron’s desire to interface with Starscream, but his decision to promote such an incompetent mech to a position of legitimate power never failed to baffle Soundwave.  Something was truly wrong indeed.  And now, he was going to have to sacrifice his work time because Starscream didn’t want to meet yet  _another_  trine of Seekers alone.

How bad could they even be?

Meeting them face-to-face, the trine appeared to be composed of perfectly reasonable mechs, even if the one called Skydive wouldn’t stop glaring, and the one called Brainstorm wouldn’t stop talking.

“Ooh, look at  _you_!” he exclaimed, planting himself firmly in Soundwave’s personal space to poke and measure and gush.  “Recently-upgraded to a flight frame, were you not?  A spectacular job!  You have some truly fine engineers, over here – not as fine as  _me_ , of course, but who could be?  I love the decision to combine wings with arms, and . . . are those Minicons?!  Fascinating!  I’ve never seen so many on a single mech before!  Do they fly as well?  No wait, the two on your chest most certainly do!  Wait, those hatches on your chest!  You can’t mean to tell me you have in-built data cables?!  That’s fantastic!”

And Soundwave had thought  _Shockwave_  was bad.

Still, the trine seemed on the whole harmless, as far as Soundwave was concerned.  Though Starscream’s pulse seemed to quicken every time he laid eyes on Jetfire.  Interesting.

“Starscream,” the mech acknowledged, tone neutral, though he too, seemed to exhibit some of the anxiety that Starscream was displaying.  A history then.  Pit, if he was lucky, he might just be able to play matchmaker between the two, opening up his old position with Megatron.  Then he could step in and fix the damage that his absence had caused.

Yeah right.

“So this is the Decepticon base of operations?  It looks a bit . . .”

“Desolate?” Brainstorm supplied, earning an irritated huff from Starscream.

“Kaon is not some backwater settlement!  It is, or  _was_  at least, a fully-functioning and  _very_  expansive city state.  We’ve transformed the existing structures to best suit our needs, meaning that the base itself is quite widespread.  One facet of the base is even located in Tarn.  As you might expect, it is difficult to traverse the region without the use of ground bridges.”

“’Ground bridge?’” Brainstorm echoed.  “Is that like, a space bridge, but on the ground?”

“Yes, that is exactly what it is,” Starscream groaned.  “Come on then, I’ll show you around.”

~~~

For the most part, the tour was uneventful.  Starscream showed their guests to the barracks district, the training area, weapons storage, command center, and of course, the mines and factories, many still operated by the civilians who’d worked them before the revolution was even a twinkle in Megatron’s optic.  The trio had shown minimal interest throughout.  Brainstorm’s giddiness was balanced out by Skydive’s disinterest, and Jetfire asked few questions at all.  It wasn’t until the group bridged to Shockwave’s laboratories in Tarn, that things began to grow interesting.

“So this is the heart of Decepticon progress,” Jetfire commented, gazing around at the various stations the Constructicons had set up.  A few of the working bots spared him a passing glance, but most were too focused on their own projects to pay the newcomers any mind.  “I suppose this is where we are to be stationed?”

“It is,” beamed Starscream.  “This is the height of scientific research.  Viruses, vaccines, advancements in weaponry, in ground/space bridge technology, energy production – basically everything we need to give us the edge over the Autobots in this war.”

“What’s going on over there?” Brainstorm interrupted, pointing at Hook’s medical station, where a bulky blue bot named Breakdown lay in stasis on his slab, brain module popped open, and wires spilling across the table as Hook worked away, implementing Gestalt code where there had been nothing before.

“Ah,  _that_.  Yes, that is Shockwave’s pet project.  He’s rewriting base coding to create a sort of . . . super-warrior team, if you will.”

 “From the code up?” Skydive asked, the first thing he’d said at all.  “That sounds dangerous.  It is highly unlikely that the original personality can be kept intact through such a transition.”

“I wouldn’t know anything about  _that_ ,” Starscream griped.  “But the Constructicons seem fine.”

“Fine and dandy,” Longhaul interjected as he passed by with a fifty gallon tub of racer grade energon, a barrel of molten lava, and a tray of medical tools that looked more like instruments of torture to Soundwave.  Soundwave couldn't begin to imagine what the Constructicons intended to do with all of this.

“Still,” Jetfire said, equally horrified.  “The moral implications of this cannot be ignored.  Deliberately warping a bot’s original coding in order to create a super weapon is treading a very fine line.”

“How super, exactly, are we talking?” Brainstorm asked with a flutter of his wings.  Unlike his trinemates, he seemed legitimately excited about Project: Gestalt.  One more reason to hate the guy.

“Look, here’s Shockwave now!  Ask  _him._ ”  The timing couldn’t have been better.  Starscream had been growing further exasperated with each question he could not answer.  Soundwave didn’t think he’d ever seen the snooty Seeker so happy to see Shockwave.

“Jetfire, it is good to meet you,” Shockwave said, with a surprising flutter in his spark.  “I’ve read your journal on programming artificial intelligence into medical drones.  It was a very enlightening read.  I have based a number of my own hypotheses on your research.  I have even used it as the basis for much of my own – using your findings regarding base coding as a foundation for my Triple-Changer and Gestalt projects."   Likewise, Soundwave had never seen Shockwave so happy, though happy for Shockwave was still rather neutral.

Jetfire clearly did not feel the same.  “Ah, I am flattered.  I have heard of you as well, Shockwave.  You used to work on space bridges, did you not?  And now you make . . . ‘super-weapons.’”  If Shockwave heard the sneer in Jetfire’s voice, he ignored it.

“Yes, but  _how_  super?” Brainstorm pressed.  “What do they do?”

“We are adding Gestalt coding to our five subjects right now, which shall sync their internal systems with one another, allowing their sparks to pulse on the same frequency, and their brain modules to transmit system reports and simple messages between the individual units remotely.  In essence, their bodies will be fooled into thinking that they are one bot, instead of five.”

“And this is helpful, how?” Skydive grumbled, folding his arms behind his back.

“A question I’ve asked myself many times,” Starscream griped.  But again, Shockwave took no offense.

“As they become one bot in five bodies, said bodies gain an inherent need to be connected with one another.  The end result is that they merge into one giant bot.  Our prototype, Devastator, stands one hundred forty feet tall, and can strike with two hundred thousand megajoules of power."

Jetfire and Skydive wore twin looks of horror, but Brainstorm’s eyes sparkled at the new information.  “How exciting!  I’d love to see that!”

“In time,” said Shockwave.  “I have some questions of my own.”  His single optic fixed itself on Jetfire’s face, leaving the poor, pristine Seeker cringing, his spark racing, his wings twitching.  His disgust was unreal.

“Skyquake informed us that your trine has been in orbit for the past four years.  I was hoping you could tell me what exactly you’ve been doing up there.”

“We cannot,” said Jetfire.  It was a good answer.  The last thing Soundwave wanted Shockwave to have was some kind of new energy source.  Shockwave didn’t need to spread his reach any farther.  Combiners were the limit of what Soundwave was willing to put up with.  Whatever was up on Trypticon Station could just stay up there.   

“I see,” said Shockwave, disappointment kept far from his reaction.  “It seems that you do not trust me.”

“It seems that you are right,” Jetfire replied.  “I look around, and I am, quite honestly horrified by what I see.   _Combiners_?  Implements of torture?  Weapons.  Viruses.  Our knowledge should be used for creation, not destruction.”

“I agree.  However, this is a war.  The Autobots are no better.”

“We should have stayed in space,” Skydive griped.

“Perhaps,” Shockwave conceded.  “But it is my belief that this war shall reach the stars soon enough.  You cannot underestimate the innovation brought on by necessity.  This war has been in the making for a long time, perhaps as far back as the end of the Golden Age.  The people are angry on all sides, and the Decepticons have gathered an unprecedented amount of power in such a short time.  They are unlikely to be vanquished any time soon, and both sides believe too strongly in their own philosophies to give up easily.  This war will be long, and this war will be brutal. 

“You may retreat to space, but it will not protect you for long.  It would be most logical to escalate beyond the ability of the Autobots as quickly as we can, strike them with a devastating blow before they progress far enough to believe they have a chance of fighting back.  And that is why,” he gestured towards Breakdown, at the Constructicons, and the greater laboratory, “I do the things I do.”

Jetfire didn’t seem to agree, but he had no refute to the statement.  Brainstorm, however, had a few things to say.

“Okay, so the war’s happening one way or another.  I got that.  But I would personally like to learn more about these Gestalts of yours.  The idea is simply fascinating!”

“That, I can tell you.”

Shockwave led the giddy young Seeker closer to Hook’s table to observe the process, and with nothing better to do in the meantime, Jetfire and Skydive dispersed, the former to watch Scrapper’s efforts at engineering an impenetrable suit of armor, and the latter to observe the concoctions that Mixmaster was mixing up.

With no guests to entertain for the moment, Soundwave and Starscream were left to their own devices.  They chose to linger awkwardly by the back wall, close enough that they could be reached, but far enough that they could not be heard.  It was thus, unsurprising when Starscream decided to strike up a hushed conversation, much to Soundwave’s ire.

“So, about what I said earlier?”

Soundwave kept his focus ahead, on the Constructicons.  Starscream’s gears grinded in annoyance, but he did not let on.

“I was wondering, how long have you two known each other?”

There!   _That_  was a question that Soundwave could answer.  “Nine years.”

“Ah,” said Starscream, somehow surprised by the reveal.  “I would’ve thought longer.  But that’s fine.  Next question: has he ever – er,  _hurt_  you in that time.  You know, physically?”

 _That_  was a stupid question.  Soundwave pulled up old video footage on his visor of his first meeting with Megatron, in the ring, their bodies entwined as each tried to eviscerate the other.

“That’s not what I meant, you idiot!  You two were  _supposed_  to hurt each other there.  I want to know if he ever did it . . . well, when you two were together?  In private?  Beat you?  Thrown you across the room?”

Soundwave wasn’t sure how to interpret the question.  Technically, the answer was ‘yes, he had.’  He had beaten down a bloody and broken Soundwave in the aftermath of the District Twelve riot, as, in his bereavement, Soundwave had tried to exact vengeance on Megatron for daring to speak up.  How far they had come since. 

But it hadn’t ended there.

He could recall a half-dead Megatron trying to  _murder_  him after Soundwave had interfered in his match against Turmoil.  He remembered being slammed into a wall for getting caught easing Megatron’s nightmares, or beaten until his helm had caved in for his attitude in the days after he’d lost Frenzy . . .

But it was different for Soundwave – he was Megatron’s near-equal.  He was a warrior himself; he could take a hit, was fluent in the language of violence, and he was not completely without sin himself. 

Starscream may have bitten off more than he could chew, may have provoked the wrath of Megatron’s notorious temper, but when he was the one receiving the blows, it left Soundwave with a nauseous feeling in his tanks.  Starscream was not Soundwave – he didn’t understand the meaning behind the blows; all he understood was the pain as his delicate Seeker frame caved beneath the might of a superior warrior.  It was upsetting to dwell on.

“Affirmative.”

“Oh.”  Starscream didn’t seem to know how to process this news.  His hands were gripping at one another behind his back again, his wings bouncing as they tried to decide whether or not they wanted to be tall and proud, or trembling and hidden.  “So it’s not just me.  I suppose that’s . . . good to know.”

Soundwave deflated, shaking his head.  Starscream was not Megatron; he could not interpret Soundwave’s words and lack thereof with the same ease, and he did not have enough of his own to make up for Soundwave’s own woeful inability to converse.  He would have been difficult to speak with, even if the subject matter at hand had not been so severe.  Soundwave couldn’t deal with this anymore.  He needed to get away.

“Wait, where are you going?”

Starscream’s own voice answered.  {{ Do whatever it takes to get him off my back. }} before stepping onwards, down the hall, leaving a flustered Starscream alone with the science team.

He wanted his old Megatron back, and at long last, Starscream was willing to back off enough to let him.  Just this once, their goals were in alignment.  And in light of their recent botched conversation, Soundwave was more motivated than ever to see Megatron safe and happy, if only to get Starscream off his back.  And he had a pretty good idea as to where he would find him.

~~~

The coliseum was the lone area of the Underground that still saw regular use, aside from the mines and factories.  Even most of the non-combatant residents and businesses had moved up to the surface, the moment they realized they could.  What they left behind was a decrepit ghost town.  Buildings, already in disrepair while in use, were crumbling now, haunting the cityscape with their eerie presence.

Streets that had once been overflowing with drunks and leakers, with half-starved bodies curled up at the base of a building, with dinged-up, dead-eyed Speedsters, Minis, and even the occasional grounded flier that stood on the corners propositioning any bot who looked like they could spare a few Shanix – streets that had once been overflowing with life and death and everything in between, now stood vacant, silent, lonely. 

The air had never been clean, but without the bustle of people adding some much-needed circulation, a dense black fog had settled in, leaving visibility slightly impaired, and a terrible smell lingering in the olfactory sensors.  Overhead, in the blackness above, the only sky that most of the Underground inhabitants had ever known, heavy clouds were brewing, overflowing a drizzle of rain down to the earth below.  It stung to the touch, burning with the poisons that so freely flowed through the Underground.

This had been home for so long; it was strange to see it in such a state – dead, forgotten.  Soundwave could see why Megatron might want to destroy it.  The place was horrible, a bad memory that deserved to be wiped from Cybertron’s history.  The idea that bots had been forced to such a hellish landscape, simply because they had been born to the wrong caste, was the most despicable thing Soundwave could have imagined.  It made him forget the ill-conceived super-weapons, the unfortunate love affairs, the drama and the suffering of his new life.   _This_ , this terrible land beneath the surface of Cybertron, was why they had started fighting in the first place. 

Maybe Megatron needed to remind himself of that as well?

It didn’t take him long to find Megatron.  All he had to do was follow the sound of shrieking metal, heavy fists plowing weakened paneling, one more building falling beneath the wrath of the former King of the Coliseum. Soundwave approached, observed from a distance for a long moment, listened to each twisting gear in Megatron’s arm as he swung his fist at the already decrepit structure.  He heard the rush of energon, the frantic pulsing of a spark, the impact as each blow struck home.  It was mesmerizing.

Of course, it also didn’t take Megatron long to notice  _him._   He’d always been particularly adept at picking up on Soundwave’s presence, on his moods, his expressions, even without reading a tightly-controlled EM field or an empty face.  It was one of the many miracles of Megatron. 

Soundwave, however, was just as good at reading Megatron, and right now, those hard, fiery optics were not full of the affection and joy that were usually reserved for him.  He would keep his distance; let Megatron make the first move.

Megatron managed to calm his ferocity within half a minute’s time, far longer than it usually took him.  It was probably for the best that he was out here in isolation.  Such a cooldown time while in the presence of other bots would end up with a lot of unwarranted beatings. 

How had he gotten this bad?  His temper had always been fierce, true, but he’d been so good at keeping it contained in public.  Perhaps Soundwave had been wrong about Megatron’s reasons for coming out here.  Maybe he was just looking for something he could take his anger out on, something that wouldn’t be missed?  Maybe he felt trapped by the war of his making, and was looking for an escape – somewhere no one would come looking for him?  Maybe . . .

The pulsing of his spark returned to normal, but still, his fists were clenched – he was on edge; apt to explode at any moment.  And it was at this point, that he finally saw fit to speak.

“Leave me, Soundwave.  I have no desire to hurt you.”

And wasn’t that just an unsettling thing to say?  Megatron was losing himself to his temper, his once unyielding personality incapable of even keeping his most trusted friends safe.  Was this why he’d been avoiding Soundwave?  He had confirmation that Megatron was already growing excessively violent with Starscream.  Was he afraid that he would bring harm to Soundwave?  It was a little infuriating. 

Megatron  _needed_  someone to stand up to him right now – to keep his temper from having its way with whomever.  And who better for the job than the mech that had brought him in line time and again?

Soundwave didn’t budge, an inaction which sent Megatron’s spark flaring once more.  The next thing Soundwave knew, the familiar image of Megatron charging him down at full-speed was filling his visual sensors. 

Again, Soundwave didn’t budge.  He wasn’t here to fight.  Dodging would only escalate matters, as Megatron’s gladiator instincts took over.  Besides, he was certain as ever that Megatron could never  _truly_  hurt him.

And indeed, his faith paid off.  Inertia prevented Megatron from stopping himself before he’d tackled Soundwave to the ground, which quite honestly, hurt more than Soundwave had been expecting, but once there, he did not escalate the assault.  All he could do was stare down at Soundwave with horrified optics, as his spark raced faster and faster, his claws gripping at the pliable ground on either side of Soundwave’s head in an expression of his horror.

He crawled to his feet the moment composure set in, and even offered Soundwave a hand up.  That was the only kindness he spared, however.  From there, he turned his optics straight ahead, and brushed by Soundwave, fleeing like the coward he’d become.  It made Soundwave sick to witness.

“Megatron,” he protested.  When that failed to get the warlord’s attention, a data cable around the arm did the trick.  Megatron’s pulse spiked for half a second, before he regained composure, shooting Soundwave a wicked glare.  It was an improvement.

“Let go Soundwave.  I do not wish to speak with you right now.”  Soundwave obliged, but kept his cable lingering close.  He was not ready for Megatron to leave now that he finally had him.

“Megatron, stay,” he tried.

“I have no reason to stay.”

It took every ounce of willpower Soundwave had to compose the next sentence, as nerves and linguistic barriers tried their hardest to deprive him of what needed to be said.

“I want you to.”

Megatron’s optics widened, his spark flared once more, though it was not with anger, but fear.  Why fear?  Soundwave tried to extend his EM field, the calming influence that had always chased away the nightmares. Megatron had always hated it, but right now, he needed that peace of mind more than ever.  He allowed his cable to touch down once more for good measure.

It was promptly shaken off, as Megatron’s optics narrowed.  He stalked forward, a threat in his EM field, but Soundwave knew it to be empty, and held his ground, allowing Megatron to at last give his reply.

“Then you are a fool.”

Soundwave hadn’t been expecting the insult.  He hadn’t been expecting the self-deprecation.  He  _had_  been expecting Megatron to flee again, but he found himself hard-pressed to do anything about it.  Megatron had rejected him, abandoned him, given in to his weakness to go hide in some far-off hole like the coward he was fast-becoming.  This wasn’t the mech that had inspired thousands to follow in his footsteps.  What had happened to  _his_  Megatron?  The Megatron that had given him life, desire, passion, a reason to wake up in the morning?

The Decepticons needed  _that_  Megatron back, or they would lose – not just the war, but themselves as well.

And Soundwave, abandoned in the acid rain and the toxic fog, left alone to manage the war effort while Megatron was busy holding himself a pity party, had finally had enough.  He could put his special projects on hold, let his Symbionts take over some of his surveillance duties.  Soundwave’s new primary objective was to retrieve Megatron, whatever it took.  And this time,  _nothing_  was going to stand in his way.

 


	18. Determination

**Summary for the Chapter:**

> Soundwave will stop at nothing to get Megatron's attention back on him, no matter what lines he has to cross.

Megatron probably didn’t like Soundwave very much right now. 

That was fine.  That meant that he was at least  _acknowledging_  Soundwave, and if Soundwave had Megatron’s attention, then maybe he could make that thick-headed aft listen to reason.  Besides, it was better Soundwave do it than someone who couldn’t stand up to that notorious temper.  Megatron could hate him all he wanted; that wouldn’t stop Soundwave from inserting himself into his life at every possible occasion.

Soundwave was there when he took his morning energon, looming over his shoulder, listening to each and every swallowed drop.  He stalked Megatron through the streets and the halls, as he made his way to the coliseum, to the factories, the mines, his own quarters.  He took up his old position of standing at Megatron’s back during meetings of the War Council, and when Megatron grew angry enough to bend to his habit of Underground demolition, Soundwave was right there with him, an unshakeable presence.

“Soundwave,” he’d said one day through gritted teeth, “don’t you have something else you should be doing right now?”

In response, Soundwave pulled up a series of images on his visor – newscasts he was watching, troop schedules and inventory lists he was tracking, a cacophonous collection of the three conversations he was monitoring, and the progress report on the profile he was uploading to Hook’s new and improved personnel database.  Doing such things remotely expended far more energy than he would have preferred, but he was hardly slacking.

Megatron did not ask again.

In fact, from there on in, Megatron did not acknowledge him at all.  His fists would clench, his shoulders would stiffen, his pulse would rush and his joints would creak with the need to lunge and strike, but never did he allow a word to slip from his mouth.  It was true then.  Megatron had deliberately been ignoring Soundwave, and Soundwave couldn’t quite grasp the reason why. 

Yes, Megatron had started slipping in recent years.  Yes, he was more prone to outbursts and violence and bouts of self-loathing.  But Soundwave had lived with all of that for years, during the early days of the revolution, when it had been just the two of them.  Megatron had never hurt Soundwave in that time; it was difficult to believe that he would fear such a thing at this point.

Perhaps it was shame then?  Megatron had always considered Soundwave some kind of beacon of wisdom, deserved or not.  He knew that Soundwave disapproved of his actions; how could he not by this point?  Could it be that he couldn’t stand the thought of facing Soundwave, and, by extension, facing his own mistakes?

But that was preposterous!  Megatron was no coward!  Surely he would have come to Soundwave if there was a problem?

 _Starscream then_ , Soundwave speculated, thoughts growing increasingly frantic.  Somehow the slender Seeker had seduced him, and Soundwave had fallen by the wayside, unwanted.

Soundwave shook his head.  There was  _no_  way that was it.

He’d have to find out for himself. 

He’d been cordial up to this point, but if Megatron was going to continue ignoring him in light of this desperate ploy for attention, then there was no reason to hold back any longer.  It was time to become a nuisance in the one place Megatron couldn’t ignore him.

When you were chief of security, there was no such thing as a locked door, and when your audial receptors could pick up any sound – well, it wasn’t difficult to pick the most annoying time to barge in on someone.  And so Soundwave found himself in Megatron’s room, blank face staring down two very surprised mechs as they lay on Megatron’s berth, bodies entwined within one another.  It didn’t hurt as much as Soundwave thought it would have.

“Soundwave,” Megatron growled, optics ablaze and spark screaming as he withdrew from Starscream, as he stood, shoulders broad, head bowed like a bull ready to charge.  Behind him, Starscream, face burning hot and wings flapping like a mad bird, shuffled to the floor, in an effort to spare himself  _some_ dignity _._ Too bad the squawking and squealing coming from his vocaliser were anything but.

But Megatron was the focus right now, as he continued projecting his displeasure.  “What could possibly be so important that you saw fit to interrupt me right  _now_?  Do tell.”

Soundwave had planned on saying something meaningful – a warning, a declaration, some kind of philosophical drivel.  But he’d grossly underestimated the extent that Megatron’s anger, directed his way, would upset him.  There was a time he would have brushed it off, but nine years and crippling addiction had transformed the notion that Megatron would be displeased with  _him_ , into the most terrifying situation in the world.  Soundwave retreated, if only a step.

“Well?” Megatron prompted, further infuriated by the act of cowardice.

“Perhaps he came in to tell us to keep it down,” Starscream griped, hiding just out of sight.  The idea struck him as funny, if not useless.  He would have heard them regardless.

Unfortunately for Soundwave, Starscream’s comment had pulled away Megatron’s hard-earned attention, his mind and body already captivated by thoughts of the Seeker and their interrupted activities.  If Soundwave didn’t say something now, he may well lose his chance altogether.

“Jetfire: requests Starscream’s presence in Tarn.  Urgency: high.”

Starscream perked up at that.  “Jetfire does?”

“What, exactly, did he say, Soundwave?” Megatron sneered, easily seeing through Soundwave’s bluff.

And Soundwave was prepared with a bluff of his own.  {{ I want to; talk to; Starscream. }} Jetfire’s voice said, clips from three separate conversations expertly strung together.  It was enough to convince Starscream at least, who was quick to gather up the tattered remains of his dignity and scurry out the door.  Though by this point, between the tension and the overwhelming amount of awkward, that poor Seeker was  _looking_  for an excuse to leave.

But just because Soundwave now had Megatron to himself, had invaded his chambers and interrupted his evening to coerce events in that direction, did not mean that Megatron had to humor him.

“Go away Soundwave, I have no desire to speak with you right now.”  And indeed, Megatron laid his lumbering frame on his luxurious recharge slab, turned his back on Soundwave, and forced manual recharge.

Soundwave waited for ten minutes, half an hour, maybe longer, watching Megatron’s still frame.  It was tense, even in sleep.  Every so often, an extremity would twitch. Soundwave suspected he was battling nightmares again, though perhaps not to the same extent as he had before the war.  His dreams had been under control since that night he’d found Soundwave watching over him – their first time Megatron had truly allowed himself to open up.  How peculiar was that?  What had Soundwave done to cure him of his ailments?

And how would he react were Soundwave to fall into old habits?  Hesitantly, he allowed his field to extend, calm, quiet.  Megatron’s frame relaxed. 

It felt nice.  Nostalgic, even.  It brought him back to a time when Frenzy was alive, when Megatron all but worshipped him.  Now, neither of those things were true.

Soundwave withdrew with a sigh.  His plan had failed in the end; Megatron  _still_  wouldn’t acknowledge him, for whatever stupid reason he had  _this_  time.  But he  _had_  gotten his attention, and that was a start.  In fact, Soundwave was beginning to feel the foundations of a plan forming in his head.

Megatron was going to hate him for this.

~~~

Soundwave had stopped following Megatron everywhere.  That strategy had not been particularly effective to begin with, and was a waste of time and energy.  He did, however, maintain his favored position in meetings, and continued to accompany Megatron on his solitary jaunts to the Underground.  It was the only time the mech was ever alone; if he was going to open up, it would be down there.

But that didn’t mean he’d stopped trying to get the attention of his Lord.  He’d found what worked.  Now he had the option of picking and choosing his battles. Much to Megatron’s dismay.

Every time he and Starscream began to get frisky, Soundwave would arrive on the scene, with some ‘vital’ report or other.  It had gotten to the point where Megatron wouldn’t stop anymore, which in turn, annoyed Starscream.

“I know I asked for your help,” he grumbled into Soundwave’s audial on his way out after one such tryst, “but do you  _think_  that maybe you could try a  _different approach_?” 

Soundwave had nothing to say to that.

Of course, his juvenile means of handling the situation was certain to come back to bite him.  He had grown complacent with the notion that Megatron would never hurt him, no matter how many boundaries he crossed, and worse yet, he had conditioned Megatron to see his presence as a nuisance.  When he at last had some legitimately important news to report, Megatron did  _not_  take it well.

“They  _what_?!” Megatron roared at Soundwave’s unflinching form.

“Jetfire, Skydive, Brainstorm: during the second cycle – left Tarn via ground bridge.  Destroyed ground bridge behind them.  Stolen: lab notes, including those on the Apex Armor, Project: Triple-Changer, and Project: Gestalt.”

Megatron swung his fist, bypassing Soundwave’s head to put a sizeable dent in the wall behind him, and in the process, trapping Soundwave between himself and said wall.  For just a moment, Soundwave stared into those vicious, terrifying optics, and regretted his decision to drop such devastating information in this way.  But he had only just found out, and force of habit had brought him here.  Megatron had to know right away, after all.

Those stupid Seekers had crippled the Decepticons’ maneuverability, and were now out in the world with top secret information, and Soundwave couldn’t help but blame himself. If he’d been putting more effort into his own job than fixing Megatron’s personal issues, he would have caught this.  He  _should_  have caught this.   _How_  hadn’t he caught this?

The position was held for but a moment, before Megatron shoved himself away, whirling instead on Starscream.  “This is your fault, you little glitch!” he screamed, storming back towards his recharge slab, where Starscream was already scrambling to his feet, frantically seeking a means of escape.

He was unable to get away before Megatron reached him, picked him up by the throat, gave him a good shake.  Soundwave felt sick; he didn’t like Starscream, but this was too much.  And his decision to drop this information now was the only reason the poor Seeker found himself in such a position.

“What did you say to him?  You were close to Jetfire!  You should have known he would do this!   _What did you say?!_ ”

{{ ENOUGH! }}

The stolen voice of Orion Pax, amplified to ten times its original volume, split the air, freezing Megatron to the spot.  His grip on Starscream slackened, allowing the terrified Seeker to fall to the ground.  He was too frightened to move away.

Megatron paid him no mind; his attention was all Soundwave’s now.  Slowly, with shivering shoulders, he turned back to Soundwave, an expression on his face that Soundwave had never seen before.  Fury, awe, horror – it was too difficult to place, but his stunned silence allowed for Soundwave to continue on in his own voice.

“Fault: is not with Starscream.  Jetfire, Skydive, Brainstorm: disgusted by Shockwave’s projects from the beginning.  Soundwave: reflects sentiment.  Megatron: forsakes soul, sanity for power, regardless of origin.  Terrifies allies, current and potential. 

“Fault: is not with Starscream.  Fault: is with Megatron’s leadership.”

That had been the wrong thing to say.  He realized as much about half-a-second after Megatron charged him.  But this time, the familiar sight didn’t end with a dodge or a miss. Megatron hit Soundwave square in the chest, caving it on impact, and sending him flying into the wall.  He felt the blow against his fragile helm, felt relief that Laserbeak and Buzzsaw hadn’t been nesting at the time, felt concern at the look of horror on Megatron’s face.

Then, there was nothing.

~~~

Soundwave was out for two weeks, lying uselessly in the medical bay as Knock Out, and a handful of other medics attended to him.  Notably, Hook was not among them.  Where had he gotten off to?

Not that it mattered  _what_  Hook was doing.  He could have been on Luna I, for all Soundwave knew.  Megatron could have.  Starscream could have. 

Soundwave’s comms had been disabled in an effort to prevent him from overworking himself as he recovered.  As such, for those two hellish weeks, he was left completely disconnected, unaware of what was going on beyond the walls of his room, though Knock Out was nice enough to let slip that half of Vos had followed Jetfire’s trine to go join the Autobots, leaving the city in the midst of its own conflict.

Primus, he really  _had_  messed up.  He could blame Megatron for driving Vos away, but the fact of the matter remained that it was his job to catch this kind of thing, and he’d failed.  He’d allowed himself to become distracted, and it had cost them a powerful ally.  The knowledge did little to improve the quality of Soundwave’s bed rest.

Most of those two weeks were spent asleep, resting, recharging; there wasn’t anything else to do.  But soon enough, he was bidding farewell to that wretched infirmary, hoping he’d never see it again.  He was far too busy to waste any more time being injured.  He needed to return to his room, reconnect to the network, and put to rest all notion of changing Megatron’s ways.  As best he could tell, the two of them were officially over.

Which was why he was surprised, when, three days after returning to work, he heard a familiar, heavy tread approaching his door – steps slow, hesitant, anxious.  What had brought Megatron all the way out here?

“What does he think he’s doing?” grumbled Buzzsaw from his perch.  “Dropping in for a chat?  What, so you can be the next Starscream?  Fat chance!”

Megatron was here to make amends – it was the only logical explanation.  It had taken putting Soundwave in the infirmary for him to admit his violent tendencies were becoming a problem.  It was the result Soundwave had been hoping for, and yet the means . . .  He shuddered, despite himself.

Soundwave wasn’t Starscream.  He was a warrior, and a proud one at that.  But that had meant nothing in the face of Megatron’s wrath.  He’d mis-stepped, made one bad call, and Megatron had  _destroyed_  him – in a single hit, no less. 

Of course, he could have dodged it, or blocked it – fought back in some way.  Megatron had done more damage than  _that_  to him in the past, and their relationship had always been stronger for it.  And yet, this time it felt different.  This time, no matter how hard he tried to tell himself otherwise, Soundwave was afraid.  And it infuriated him.

“What’s he gonna do?   _Apologize_  for putting you in the infirmary?” Rumble sneered.  “What, because you  _dared_  to call him out on his bullshit?”  He folded his arms over his chest, toeing at the ground in an impotent huff.  Rumble’s purpose in life was to protect Soundwave, and he’d failed rather spectacularly.  His pride demanded vengeance, and yet even  _he_  wasn’t so foolish as to challenge Megatron.  “Guy’s not fit to be leader’s what I think.”

Was Rumble right?  Probably.  But something in Soundwave protested the words with all of his being.  Megatron  _had_  to be leader.  That was the way things were meant to be!  He had the charisma to move people, and the strength to back up his claims.  How could anybody else take up his esteemed position?  There was no way!

Ravage seemed to notice his distress, for he hopped up onto Soundwave’s terminal, laying a paw on his shoulder.  “I know he’s always meant a lot to you, Boss.  But you gotta face it; Megatron’s not the same mech he was when you began this revolution.  He never would have violated your trust like that – never would have thrown your devotion back in your face.  You gotta move on, Boss.”

Like the Pit was he moving on!  What was he supposed to do if there was no Megatron?  Join the Autobots?   _That_ was a laugh.  Soundwave turned his head away from Ravage.

“Come  _on_ , Boss!  Stop being so stubborn!” Ravage growled, pawing more insistently at Soundwave’s shoulder, but he was brushed off.  A gentle shove sent him toppling back to the ground, where he huffed and stalked off to go hide under the recharge slab.

Outside, the footsteps came to a halt.  There was a knock, nervous as the rest of Megatron’s movements, and suddenly Laserbeak was off, circling the air over Soundwave’s head in an anxious frenzy.  It was no wonder; of the lot of Soundwave’s Symbionts, none had been quite so drawn to Megatron as Laserbeak had.  And thus, if there was anyone who could best understand Soundwave’s own conflicted feelings, it was the frantic little bird. 

But Soundwave couldn’t face Megatron in such a state.  And he  _would_  face Megatron, despite his Symbionts’ misgivings.  The unspoken command called everyone back to him, though some came more willingly than others.

“I swear, Boss,” said Buzzsaw, “If he does anything to hurt you, I don’t even care – I  _will_  peck his eyes out.”

“Same here,” Ravage added, slinking out from his hiding place.  “I don’t care how much you care about him; we’re not gonna let him mess you up like he’s doing to Starscream.”

A second command sent the two to their beds, joining Laserbeak.  Rumble, however, still had nowhere to go.  Instead, Soundwave nodded towards the recharge slab, urging the little guy to stay quiet.  At the very least, it would hopefully dissuade an encounter like their last in this room.

With everyone in place, Soundwave allowed the door to slide open.  He did not have to turn and look to see Megatron slink in, abashed.  However, the out of character movement was enough to get his attention anyway.  He couldn’t recall having  _ever_  seen Megatron so ashamed before.  Then again, Megatron had also never unintentionally put Soundwave in the med ward either.

“Rumble,” Megatron greeted, nodding to the Minicon on the recharge slab.  Rumble responded with a rude gesture.  Had Megatron been in a worse mood, he would not have let the show of disrespect slide.  Now, however, he didn’t even seem to notice, as he continued towards Soundwave.

“Whoa, whoa!  Hold up!” Rumble hissed, scurrying to stand between the two.  “That’s close enough.  You’re not laying your hands on the Boss  _this_  time – not if I got anything to do with it.”

Soundwave tensed.  If the gesture hadn’t invoked Megatron’s wrath, then this surely would.  But Megatron remained calm, offering a placating nod, and an affirmation.  "Understood. I won’t try to move closer.”

“Oh, uh – good.”  Rumble folded his arms, trying his hardest to appear intimidating to a mech ten times his size.  It was nearly laughable.  “What are your intentions towards the Boss?”

Again, to Soundwave’s surprise, Megatron continued to play along.  “I messed up.  I hurt him.  I wish to make amends.”

“You always say that,” said Ravage, leaping from Soundwave’s back.  If Rumble was going to disobey a command, then why not Ravage too?  “’Soundwave, I take you for granted, but know you’ll always be my number one.’  ‘Soundwave, I’m gonna be fragging Starscream from now on, but if you want a turn, let me know and it’ll be you and me, yeah?’  And yet, here we are, after you’ve shunned the Boss for, what, the third time?  What’s that saying?  ‘Fool me once, shame on you?’”

Laserbeak and Buzzsaw were quick to pop up as well, perching on either of Soundwave’s shoulders.  “Just admit it.  You only care about the Boss when it’s convenient for you," Buzzsaw snapped.  "When you need a shoulder to cry on.  Well, maybe we’re tired of having our sparks trampled on!”

Megatron did not contest the accusations, though his curious optics remained fixed on Soundwave throughout, as though trying to discern the legitimacy of the complaints.  Soundwave didn’t know what he saw, but whatever it was apparently added to his shame.  He broke eye-contact, hanging his head.

“I understand.  You have no reason to accept my condolences.  I was selfish in coming here.”  Already, he was making to leave, and stupid weak little feelings be damned, Soundwave was  _not_  going to let him walk out that door – not after spending  _years_  trying to get him to open up.

“Wait,” he croaked, reaching out a hand.  Megatron froze mid-step.

“Boss,” Rumble whined, but Soundwave shushed him, stepping by to lay a hand on the back of Megatron’s arm, rest his head between shoulder blades, as though his fragile, powerless frame could hold a brute like Megatron in place.

“Don’t leave yet.” 

“I’m sorr –” Megatron began, without turning around, but Soundwave cut him off with a hiss of static.

“Soundwave will speak,” he said again, words slow, deliberate.  Beneath his touch, that tense, nervous frame relaxed.

“Understood.”

It took a moment for Soundwave to gather his thoughts, and another to find the words to relay them.  When he spoke once more, it was with the same careful precision he'd used before.  This was important.  He couldn't leave room for misinterpretation.  “I am not weak.  Symbionts’ words: disregard.  Irrelevant.”

“What?!” Rumble squawked.

“But boss –” Buzzsaw chimed in.  A quick command cut them off.  Soundwave couldn't afford to be thrown off by interruptions either, even if they were well-intended.

“Megatron’s personal life: Megatron’s choice.  Furthermore, Soundwave’s recent actions: petty.  Punishment: understandable.  Will use more discretion in the future.

“However, Megatron’s military decisions warrant questioning.”  And just like that, the comfortable moment vanished.  Megatron’s spark was racing again, each second adding to the tension in his frame. 

“Go on,” he said, voice strained, claws digging holes in the metal of his clenched palms. 

“Megatron: has advisors.  Why?”

A suspicious pulse touched Megatron’s spark, his frame remained stiff to the touch.  “To assist me in areas that I am unqualified to speak in.”

“Megatron: disregards advisors.  Why?”

Megatron shifted, moving to face Soundwave; Soundwave’s grip on his arm tightened.  It was easier to criticize Megatron’s actions when he didn’t have to look into his eyes. Thankfully, Megatron didn’t fight it.  “What do you mean?”

“Onslaught, Octane, Starscream, Skyquake: all question Megatron’s orders.  Always ignored.

“You trust what Onslaught and Starscream have to say over  _me_?”  He sounded offended, but Soundwave didn’t let that stop him.

“In some situations.  Megatron: allows Shockwave free rein.  Shockwave: receives 37 percent of available funding.  Shockwave’s projects: impressive, but impractical. Moreover, moral dubiousness drives away allies.  All concerns from advisors: rejected.”

“We need to think out of the box to win this war, Soundwave.  Shockwave can do that.”

“Shockwave’s projects: in Autobot hands.  Shockwave’s actions: split Vos.  Shockwave: needs restrictions.”

Megatron paused for a long moment, spark pulsing faster and faster as his anger grew.  But then, all of a sudden, it vanished.  His frame relaxed, a sigh of air escaped his vents. “Very well.  I will keep Shockwave on a tighter leash.  Is there anything else you wish to tell me while I’m here?”

Soundwave pondered it over for a moment.  There was much he wanted to say while he had Megatron as a captive audience, but he doubted Megatron would linger for all of it. What was the top priority?

“Megatron’s anger: destructive.  Megatron: attacks subordinates, friends, surroundings.  Danger of driving away allies: high.”

“Yes,” said Megatron.  This time, Soundwave could not keep him from spinning around, couldn’t help but look into that resolute red gaze now fixed solely on him, so very close now.  “I wanted to speak with you about that, if you will allow it.”

After a moment’s consideration, Soundwave nodded.  Truth be told, he was curious as to just what Megatron had to say for himself.

“You’re no doubt aware that I’ve been avoiding you.” 

Soundwave didn’t bother dignifying the confession with a response. 

“It wasn’t intentional at first.  I got caught up in Starscream, and the next thing I knew, it had been years since I – since I last spoke to you alone.  I’m only just now beginning to realize how big of a mistake that was.

“I’ve been stressed.  It’s not an excuse; I know I’ve done wrong.  But I’ve always had a bad temper – you know that too.  I’ve been trapped in Kaon, isolated from the front lines, allowing bots in far-off places to fight and die in my name, while I debate oil pipelines and mining yields and – and  _factory_ output – all things I thought we could eradicate in this new world. 

“We sit in a council of the ‘elite,’ making decisions for mechs we’ll never meet, who lead miserable lives because we’re calling all the shots – do you see where I’m going with this?” Soundwave did, but it didn’t quite explain why Megatron had been avoiding him.

“And I know it’s only going to get worse from here.  Shockwave seemed like he had the answers.  Reducing the need for a large army by creating super-warriors – it was an easy solution – a  _stupid_  solution, but an easy one.  I’ve been running away from reality, because reality tells me that I’m a monster.

“I’ve got enemies on all sides, even within my own ranks – yes, I know what Onslaught is trying to do.  I’m not blind.  And Senator Ramjet wants me out of the picture as well – and he’s got Zeta Prime sequestered away somewhere.  Who knows how Vos intends to use  _that_  chip.

“And you – you’re not as strong as you used to be.  You're smaller, more fragile."  It was Soundwave's turn to tense.  The words were true, but that didn't mean he wanted to hear them.  "The longer I spent apart from you, the more I began to fear – I had nightmares, Soundwave.  Of hurting you – of –” he cut himself off, unwilling to elaborate.

“But I realized far too late that you were the one keeping me grounded.  You’re easy to talk to, and I am allowed to let down my guard in your presence, allowed to be weak for once in my life.  I thought I could get by without that, I thought that I  _should_.  I saw you, not just as weak, but as  _my_  weakness, and I wanted to rid myself of it.  There was a time for a while there, when, every time I saw your face, I was overcome with the urge to allow my nightmares to play out."  He deflated, hanging his head.

"I – I didn’t want to hurt you.  But that didn’t stop me.

“I should have come to you sooner.  My fear, and my pride have hurt the revolution – have allowed some of our most dangerous secrets to fall into the hands of our enemies.  I am a fool, Soundwave, and that is why I came here – to seek your forgiveness.

“But your Symbionts are right.  That too, is old note.  It seems I am very good at getting myself into trouble, and then I come crying to you.  You make me feel better, and then I go right out and do it again.  And it never occurred to me how upsetting that would be for you.  Again, I apologize.”

“Yeah, you’d better,” Rumble spat.  Soundwave, without turning around, allowed a cable to snake back and latch onto the little bot’s mouth, to shut him up.

“Apology: acknowledged, but unnecessary,” Soundwave replied.  He didn’t want Megatron to apologize.  Even if it was well-deserved, humility always struck him as ill-fitting when it came to the warlord.  “Forgiveness can be granted, provided Megatron is capable of change.”

“And that is the other reason I came,” said Megatron.  What did he mean by that?  “I know it is selfish for me to ask this of you, but I need your presence in my life again.  I am better when I am with you.”

Soundwave couldn’t argue with that.  He gave a soft nod.  “Suggested method?”

“I wish you to report to my private quarters for your daily work.  Use the terminal there.  I will be in and out, yes, but it is secluded, and the atmosphere should be reminiscent of our old home.”

“What about Starscream?” Ravage asked, before Soundwave could answer.

Megatron’s answer was swift, definitive.  “Starscream stays.  I will see to it that he doesn’t bother you, but despite what it may look like, I  _do_  value the relationship he and I share.”

Fair enough.  But Soundwave had a few stipulations of his own.  “Inquiry: if Soundwave agrees to move base of operations, will Megatron accept Soundwave’s input?”

“I will.  I imagine it will become easier the longer we spend together.”

“Inquiry: will Megatron continue his physical assaults on Starscream?”

Megatron flinched beneath the accusation, but his surprise was momentary.  "I . . . I don't know.  I know I _should_ , but I don't think it's a promise I can make.  Again, I am hoping that your presence will bring me to the point where I am able to shed the legacy of the tyrant I have become.” 

Soundwave nodded, stepping backward to stand behind his Symbionts, and retracted his cable, much to poor Rumble’s relief.  This turn of events seemed too good to be true.  He had no qualms about moving his work to Megatron’s room – his main aim had been of a similar nature.  That Megatron should come to him and willingly offer the chance to reconnect was beyond Soundwave’s wildest hopes.  Surely there was a catch?

But if there was, Soundwave failed to see it.  Megatron seemed to want this to work as much as Soundwave did.  And if that was the case, then there was no reason to say ‘no.’ Still, there had to be  _something_  he could get out of it, in the event that Megatron failed him yet again.  He glanced down to the Minicons at his feet, the gears of his mind turning.

“Is there anything else, Soundwave?”

“Affirmative.  Request: if Soundwave agrees to terms, Shockwave will upgrade Rumble to be compatible with current frame.”

He hadn’t expected the laughter that came from Megatron, deep and jovial, a glint of glee in his bright optics.  Soundwave couldn’t understand the reasoning behind it for the life of him. 

“Is that all?  Well, I can hardly deny you  _that_.  Very well.  I shall see to it that Shockwave does what he should have done years ago.  Rumble will be upgraded.  Now, do we have a deal?”

“Affirmative.”

 


	19. Vos

**Summary for the Chapter:**

> It is time to deal with the problem that is Vos.

**Notes for the Chapter:**

> Finally made a map for this thing! Still a work in progress, but from here on in, the geography will hopefully make a little more sense. x.x

The fracturing of Vos had been a major blow to the Decepticon effort.  Although leadership overwhelmingly retained their allegiance, not quite half of the common soldiers, artisans, and scientists had defected, redubbing themselves the ‘Aerialbot Corps.’  The Autobots, seeing an opportunity to cripple the biggest advantage the Decepticons held over them, had backed the rebellion, sending in support troops of their own, and leaving Vos stuck in a constant state of guerilla warfare.

The Decepticons were left with a choice: continue on as they had been, chipping away at Nyon, holding the vast majority of the Southern hemisphere, and laying claim to as many resource lines as possible.  Or, they could honor their treaty with their greatest ally, dispense some extra troops to help in the fight, and hope with all their might that they could retain their source of aerial support.  Losing Vos was not an option.

From his new terminal in Megatron’s quarters, Soundwave devoted most of his resources to monitoring the situation.  Recharge was a luxury reserved for bots whose futures did not hinge on absolute victory in a very precarious situation.  Against his better judgment, Buzzsaw and Laserbeak had even volunteered to scout the situation in person, in order to alleviate some of the workload.  They transferred images to his monitor, and sounds.  Admittedly, having his Symbionts in the middle of an active warzone made him more than a little uneasy, but they were happy to contribute, to do what they’d been created to do.  Until they returned to him, Soundwave would just have to ignore this anxious pit of fear overwhelming his tanks.

With surveillance taken care of, Soundwave could devote more of his efforts to managing allocation of resources, and slightly more interesting, listening in on Starscream’s private conversations with Ramjet.

_“Civilian casualties are at 22%, Starscream!  Vos is uninhabitable!  Every day, we have cowards retreating to who knows where, taking their commerce with them.  We won’t be able to afford a war effort soon enough.  Where is the Decepticon aid, Starscream?!  We’re the first line of defense against the Autobot front!  There’s nothing to protect us from their forces, save our geography.  Where the frag is Megatron?!  I formed this alliance to protect our hides from Autobot investigation, and yet here they are.  Either bring us aid, or bring me Megatron's head on a pike!”_

_“We’ve sent aid, sire,”_  Starscream protested, albeit without much conviction.   _“But it’s not so easy.  We’re fighting a war on multiple fronts.  We can’t just pull forces from the field unless we’re willing to sacrifice something else, and at the moment, none of our options are strategically sound.”_

 _“Neither is losing Vos!_ ” Ramjet snapped.   _“Maybe you should get off your_ own _lazy aft and come help.”_

 _“Me?!_ ”  Starscream sounded offended at the very notion.

Ramjet had a point.  There were plenty of able-bodied mechs in Kaon proper, Starscream included.  Technically,  _they_  could be sent in to assist in defending Vos.  But the mechs being held back were also the mechs in charge.  What would happen if they fell in battle?  What would happen if they didn’t fight at all?

It was definitely a question for the next council meeting.

~~~

“Well we have to do  _something_!” Starscream groaned from his seat at Megatron’s right.  “We haven’t provided Vos enough assistance.  They’ll fall without our help.”

“And opinions on the Decepticons are already divisive,” Skyquake added.  “If Vos falls to the Autobots, you’ll be losing more than just a stronghold.

Naturally, the Vosian corner of the council was in favor of protecting their homeland, but the others were not so sure.

“’Something?’” Deadlock echoed.  “What, exactly, would you have us do?  We’re stretched thin enough as it is!”

Onslaught chimed in next.  “This conflict has created a crisis of morale all down the front line.  Seekers are deserting their posts left and right to defend their homeland, which has demolished strategy, and left behind weaker armies to get mowed down by Autobot Heavies.  The sensible thing would be to cut our losses, and transfer bots to help defend Vos.”

“It’s not so simple as that,” Thundercracker interjected.  “Vos lies on treacherous terrain.  It can be difficult to maneuver for non-flight frames, and our conversions are still behind.  You’d be sending these troops into a region where they’re at a disadvantage.”

“And the Autobots aren’t?” snapped Skywarp.

“They’re doing fine for themselves, but they also have M.A.R.B.S.  They can get around with more ease.”

“Who cares  _what_  they got?  We can beat ‘em!”

“Enough!” Megatron snapped, silencing the bickering Seekers.  He cast a glance at Soundwave, silently begging for guidance.  It was both flattering, and so very wrong.  Megatron didn’t beg.  Still, Soundwave had Megatron’s respect again; he was going to savor it.  After all, who knew how long it would last  _this_  time?

“Observation: Kaon has 2,000 capable warriors, many upgraded to flight frames.  Suggestion –”

The council didn’t get to hear Soundwave’s suggestion.  Onslaught anticipated it, and cut him off.  “Those are our reserve forces – the last line of defense should Kaon fall under direct assault.  It is imperative that they stay here, especially with the ground bridge network being down.”

They really  _did_  need to fix that ground bridge network.  How inconvenient it was, that the center of all Decepticon transportation was located in a single, easily-destroyed fixed point.  It would be much easier if it could be accessed from anywhere . . . that was an idea for later.  Irrelevant to the issue at hand.

A voice piped up, surprisingly timid for those present, but audible nonetheless.  Hook.  “What about Devastator?”

“I am not sure that it is wise to send Devastator into battle at this time,” Shockwave replied.  “He has yet to be tested in combat, and Vos’s structure –”

“Would pose little challenge for a bot of his size,” Dreadwing finished.

“And we’ll have to use him eventually.  Might as well be now!” Skywarp added.

“Megatron.”  Were Shockwave a more expressive mech, the word would have been a whine, a desperate plea for rationality from on high.  Unfortunately for Shockwave, Megatron seemed quite taken with the idea.

“Onslaught, what are the odds of Kaon being invaded within the next five years?”

“Err . . .”

“Eleven percent,” Soundwave supplied in the face of Onslaught’s fumble.

“You can’t be serious, Sir!” he protested, too little too late.  Megatron’s mind had been made up.

“We shall relegate fifteen hundred additional troops from Kaon to support Vos, the Constructicons among them.  We can easily make up that number in five years’ time.  But we may not last that long if we do not address this problem now.”

“Besides,” Starscream added, a hint of excitement in his voice.  “The Autobots already are aware of Project: Gestalt.  We may as well unveil its results before it becomes common knowledge.  Maintain the element of surprise for as long as we can.”

Shockwave drooped, frame letting out a soft hiss of resignation.  “Very well, I shall make the necessary preparations.”

“Then this 186th meeting of the War Council is dismissed.”

~~~

Three weeks.  That was how long it took to transport fifteen hundred mechs, the Constructicons included, across Tarn, along the Manganese Mountains and ultimately to the high peaks of Vos without a ground bridge.  Which was, incidentally, the same amount of time it took for Shockwave to finish his repairs on said ground bridge.  Should backup become necessary, they still had five hundred troops in reserve that they could send to Vos at a moment’s notice, including high command, should the situation grow  _truly_  desperate.

Unlike previous battles, Soundwave had a direct means of observing the carnage in Vos, through live feeds transmitted via Buzzsaw and Laserbeak.  Megatron, aware of this, had requested that Soundwave patch into the terminal in the command room, so that he could witness the action with his own eyes, and of course, Starscream, and a handful of the other officers tagged along.

The arrival of the Decepticons in such great numbers had forced the Autobots to abandon a number of their hideouts, pushing them away from the center of the city, and in many cases, out into the open.  Though they had many Vosian allies, the Autobots in general had fewer aerial troops than the Decepticons, and found themselves falling to air strikes and the terrain alike. 

But they were not out.  Their weapons were superior – Decepticon fliers fell left and right beneath the navigation-disrupting pulses generated by their anti-aircraft cannons.  And the warriors were not the only thing to fall.  Buildings – once-extravagant cathedrals, mile-high spires, towers that gleamed in a rainbow of beauty, were left as crumbling heaps of rubble, riddled with holes, grey and lifeless.  Soundwave wondered how many mechs had been hiding in them.

Carnage reigned supreme for the first three hours of battle, the Autobots, though possessing inferior might, were just holding their own against the Decepticon forces.  That could not be allowed to persist.  It was in the best interest of everyone if the battle ended quickly.  The Decepticons needed to secure Vos, or what was left of it, clean up their mistakes, and get back to fighting the war on its main fronts.

And that was when Devastator formed.

It was clear these Autobots had not yet been informed of the horror of the gestalts.  Many soldiers completely lost all their wits at the sight of this giant terror coming for them – they’d panic, firing their blasters with no aim nor purpose, the weak shots bouncing right off Devastator’s reinforced plating.

He stomped the ground forces, destroyed entire buildings with a single blow, sending the rubble to crush those who were trapped below.  And try though they might, the Autobots simply couldn’t shake him.  It wasn’t long before Commander Kup gave the order to retreat.

“Look at those cowards run!” laughed Brawl.  “We won!”

“There were more than an acceptable number of casualties,” Onslaught snapped.  “We should not have moved so blatantly.”

“We won; that’s all that matters.” Skyquake insisted.  “We’ll deal with the fallout later.”

The officers continued to bicker amongst themselves, but Megatron wasn’t paying attention.  He had something bigger on his mind.

“Soundwave, have Shockwave open the ground bridge.  I would like to go to Vos.”

His words were quiet; the other officers wouldn’t have heard the request, that is, if Starscream hadn’t butted in.  “What,  _you_?  You can’t go to an active battlefield!  You’re  _Megatron_!”

“I’m sorry, Megatron’s doing  _what_  now?” Onslaught snapped, turning his stern glare from Skyquake to Megatron.  “You can’t.”

Megatron’s engine grumbled from deep within his chest.  “In case you have forgotten, Onslaught,  _I_  am supreme commander of the Decepticon army.  You do not give me orders.”

“If you were to die out there –”

“Then I’m sure you’ll be leading the charge to restructure the chain of command with you at its center, before my body is even cold.  Now if you don’t mind, I have pressing business with Senator Ramjet.”

The accusation was enough to shut Onslaught up, but Starscream couldn’t hide his piqued curiosity.  A wicked grin of anticipation spread across his face, as he savored every word.  “Business?  You don’t mean . . . ?”

“I am done working through a proxy that can’t even handle a few measly Autobots.  The age of senators is over; Ramjet is a relic from the past.  It’s high time we got rid of him. Unless,” his intense stare drifted around the room, lingering on Skyquake, Dreadwing, and Dreadwind, “anyone objects?”

“Not at all, Sir,” said Dreadwing.

“His Majesty Ramjet is unfit to lead!” Skyquake agreed.

“Kill the bastard!” Dreadwind thirded.

Megatron smiled, ignoring the seething glares of Onslaught and a handful of others. 

“Lord Megatron,” Onslaught pleaded again.  “Is this  _really_  necessary?  Senator Ramjet is our ally.  You may not like him, but it is pointless to kill him.”  Onslaught  _did_  have a point. How would Megatron respond this time?

“It really is necessary, Onslaught,” Megatron sneered in response, turning Onslaught’s words back on him.  “Senator Ramjet plays his own game, and unlike  _your_  lot, the notion of him turning on me is not something I can write off so easily.  He is weakened now, after months of fighting, and now that the Autobots have retreated, the greatest threat to my visiting Vos has passed.”

Onslaught was only momentarily silenced by the acknowledgement that Megatron had seen through his ploys to gain leadership.  He was arguing again in a moment’s time.  “At least send somebody else!  Send Devastator!  And there are still plenty of troops over there!  It doesn’t have to be you.  It  _shouldn’t_  be you!”

This time, Megatron could only laugh.  “You really do not know me at all.”  He turned his back on the sputtering Onslaught, instead facing Soundwave.  “Now, Soundwave!” 

Soundwave didn’t hesitate, putting the call through to Shockwave.  The gate opened within seconds.  How much more convenient it would be to have a ground bridge terminal in Kaon. How much more convenient it would be to not have to rely on Shockwave to be available to take the call, to transport them first to Tarn, and then their ultimate destination.  How much more –

“Wait!”

And there was Starscream, ruining the moment. 

Megatron heaved a put-upon sigh.  “ _You_  oppose my actions, Starscream?  I would have thought  _you_  would want this most of all.”

Starscream hesitated.  The stutter in his vents confirmed Megatron’s words.  Starscream hated Ramjet.  And why shouldn’t he?   _He_  was the mech who had to deal with the stubborn, regal aft more than anyone.  And as crown prince of Vos, Ramjet was the only thing standing between him and supreme leadership.  Given what Soundwave had gathered of Starscream’s personality, that was a very dangerous position to be in.  And that didn’t even begin to scratch the surface of what Soundwave suspected to be quite the tumultuous past between the two.  Megatron was right.  No one wanted Ramjet dead more than Starscream.

“His Majesty Ramjet is the strongest mech in all of Vos, which surely would not pose a problem for  _you_ , Master.  But pitting you against his trine on your own is too much of a risk.  Please, allow me and my trine to accompany you.”

Megatron aborted the derisive snort before it escaped him, but the laughter in his EM field remained.  And who wouldn’t laugh?  The notion that these three delicate flight frames – bots that did not look like warriors, move like warriors, nor behave like warriors, could stand a chance against the strongest Seekers in Vos was ridiculous, least of all if Megatron could not. 

“ _You_  will?” Megatron said, unable to hide the amusement in his voice.  “And tell me, Starscream, how do you expect to help?”

“Please,” he scoffed, wings twitching with his distaste.  “I am not so useless as you seem to think. You forget that we’re Seekers.  We fight best in the air.  And in the air, my trine is unmatched.”

The refute was a good one; even Megatron was forced to give it thought.  It was clear that he still held distaste for the idea, but in the end, he had no grounds for argument. “Very well.  You may accompany me.”  But then, he did the strangest thing.

His eyes shot to Soundwave, boring a whole through him, inviting, begging.  Megatron wanted him to come with.  That couldn’t be right!  Soundwave didn’t fight anymore.  He watched.  Besides, the war  _might_  be able to survive the loss of Megatron, but Soundwave was irreplaceable.  No one could do the things he could!  And yet . . .

He did so miss the feeling of helms being crushed in the grasp of his cables.  Besides, he’d only just gotten back on Megatron’s good side.  He was not about to forsake that any time soon.  He stepped forward.

“You’re coming too, Soundwave?” the surprise in Megatron’s voice was feigned, unable to hide his knowing smile. 

“Affirmative.”

Far away, Soundwave heard the grumbles and growls of the other officers, but he ignored them.  Just this once, he wanted to do something unbelievably stupid.  Besides, it would make Megatron happy, and a happy Megatron was a Megatron that made better decisions.  And Primus, that mech was in desperate need of a life-or-death conflict.  Soundwave half-suspected that assassinating Ramjet was as much an excuse to give Megatron the chance to feel the heat of battle again as it was to end the Senator’s scheming. 

He allowed Rumble and Ravage to deploy from his backpack, then moved onward, following Starscream and Megatron into the waiting ground bridge, his Symbionts at his feet.

~~~

Ramjet had not been expecting them.

“Ah, Megatron,” he said, starting up and whirling around to face the entourage.  “Always a pleasure to see your face.  Thank you for sending in those reinforcements, by the way.” The way his spark pulsed told Soundwave that the sentiment was a lie.  Ramjet was angry.  Though with how much collateral damage the city had suffered in the recent battle, it wasn’t hard to see why.

“Oh, and you’ve brought Ambassador Starscream with you.  To what do I owe this honor?”

“You’ve been working behind my back, Your Majesty,” said Megatron, immediately cutting to the chase.  “I do not appreciate the subterfuge.  I will not be used again.”

Ramjet’s eyes flashed to Starscream, filled with accusation, but Megatron, seeing the action took it upon himself to interject.

“Starscream did not let me in on your secret schemes.  I learned of them on my own.  To think, you tried to keep vital information like the location of Zeta Prime from me!  What else were you scheming, I wonder?”

“Ah, Megatron,” Ramjet laughed, a nervous sound.  At his back, his trinemates, Dirge and Thrust, began to saunter forward, putting themselves between their leader and the bot that threatened him.  “I told you only what you needed to know.  Zeta Prime's location was classified, for the safety of Vos.  You understand.”

“Oh, of course,” Megatron’s grin was dripping with scorn.  He nodded over his shoulder.  “Soundwave, why don’t we show them what  _else_  they’ve been hiding from us?”

And so, Soundwave did – clips from conversations picked up over the past several years.

{{  _I tire of the attitude of this grounder.  He believes himself to be the equal of those of us born to soar the skies.  Were it not for this stupid treaty, I would not hesitate to put him in his place._  }}

{{  _Tell me, Starscream, were we to assassinate Megatron, who do you suppose the Decepticons would follow next?  You are second in command, are you not?  We could further our aims and not have to humor the scrap of society.  What do you think of that? }}_

{{  _Jetfire has left, Starscream, to join the Autobots!  Do you realize what this means?!  His trine holds the secrets of Trypticon!  And we have just given them to our enemies!  Decades of research, and the bounty goes to the Autobots!  We never should have made this alliance!_  }}

{{  _Either bring us aid, or bring me Megatron's head on a pike!_  }}

Ramjet’s face grew pale.  “Those are – how did you get those?!”  For the first time, his optics fell on Soundwave.  “Isn’t that – oh, so you stole Ratbat’s stupid  _drone_.  Clever.” Soundwave bristled.  He was not easily insulted, but the memory of Ratbat, of what he’d meant to Ratbat, still held power over him.  But he refused to act on such anger.

“Soundwave is no drone,” said Megatron, “nor does he belong to the late senator.”  One sentence was enough to calm him.  Megatron’s affirmation was just as powerful as any blow.  He continued.  “But one might get the feeling that you’re plotting to  _overthrow_  me.  Let me say now, I am done tolerating treachery.”

Before he could move, Dirge and Thrust were charging with all the speed that Seekers were known for. 

Starscream responded first, firing his rockets in the direction of Senator Ramjet, while Skywarp teleported Megatron across the room, and away from the assault that would have been.  It didn’t take him long to recover, to realize what had just happened, to fire his own weapon in the direction of Ramjet.

Ramjet dodged the two-pronged assault, just barely.  The force of Starscream’s missiles meeting Megatron’s cannonfire was enough to send the former-senator flying, but he was quick to recover.  Now this Seeker, the size of Starscream and Soundwave combined, was transforming, flying for Thundercracker, who barely managed to get out of the way in time.

The Seekers were fast – if they were allowed to take to the air, Megatron and Soundwave would be at a disadvantage, forcing their team to rely on Starscream’s trine to protect them.  That was unacceptable.  Another strategy would be required.

Soundwave opened a comm to his teammates.

_“Request: do not transform.  Navigational systems: will disable.”_

_“You can’t do that!  We’re best when we’re in the air!”_ Starscream protested, but was ignored.  Dirge was coming straight at Soundwave, and Soundwave, for his part, didn’t particularly feel like dying today.  He let off a blast of sonic disruption, echoing off the spacious, empty walls and high ceilings of the chamber, and sending Dirge and Ramjet crashing to the ground.  It didn’t take them long to find their footing.

“Go for the drone!” Ramjet ordered, and now three very angry Seekers were honing in on Soundwave’s position.

“Brace yourselves, guys!  Things are about to get all shook up!”  Soundwave would have preferred Rumble not participate in the battle, but his pile drivers were already out, pounding against the floor, causing the whole room to shake.  The roof caved in soon after.

All bots scattered, to avoid the debris, but Megatron, opportunistic as ever, took the chance to chase after Ramjet, to punch his retreating form, sending him flying through the nearest wall.  He was quick to follow.

Starscream must have seen his own opportunity in the chaos.  Soundwave’s audio assault had been interrupted, and the opposing trine had been split up.  A silent command passed between him, Skywarp, and Thundercracker, and they all transformed, sending a barrage of missiles at Thrust. 

The mech was ultimately unharmed, but anger had him transforming himself, chasing Starscream’s trine from Ramjet’s tower, and into the still-smoky air of Vos.

And that left Soundwave’s team to Dirge.

The mech in question was eyeballing the ground with a wicked grin on his face.  It wasn’t too hard to guess his train of thought.

_< Rumble: Command: Return; _

_< Ravage: Command: Return;_

The former didn’t hesitate, slotting himself away into Soundwave’s back, but Ravage didn’t seem to be present.  Soundwave thought to worry; Ravage had less combat experience than Rumble did, but the bond said he was fine, wherever he was, and that had to be enough.

Soundwave transformed and took to the air, just as Dirge blew a hole in the floor, shattering the already stressed material, sending it falling a hundred feet to the ground below.  He heard that powerful jet engine zipping by, preparing for another blast, this time at Soundwave’s much slower, much less graceful alt mode.  Another sonic assault in the Seeker’s direction put an end to that plan; Dirge’s missiles aimed wide, giving Soundwave the opportunity to shoot off a photon blaster. 

It struck a wing, sending Dirge off-balance, but he was quick to recover.  And he’d make corrections for another sonic assault too.  Soundwave needed a new plan.

And just like that, one came from above.

Ravage landed on the Seeker’s cockpit with enough force to shatter it, and, once inside, made a quick job of clawing up his interior.

“Ahhh!  Get it out of me!  Get it out!!”

Dirge flew in a frantic circle, spiraling downward, trying his hardest to throw Ravage, but he was in too deep.  And Soundwave had never been more terrified.  He followed closely, too afraid to shoot again, for fear of hurting Ravage.

Once closer to the ground, Dirge took the opportunity to transform, expelling Ravage from his cockpit, and right into his waiting hands.  Soundwave landed seconds after, staring helplessly as the tiny cat flailed and hissed.

“Yeah, that’s right.  You’d better stay put.  Or your stupid Cybercat gets it.  Got it?”  He dragged a sharp talon along Ravage’s squirming belly to illustrate.  A thin line of energon bubbled up in his wake.

Soundwave flinched.  He couldn’t do anything!  If he moved, Ravage would die.  He couldn’t lose Ravage, not after Frenzy, not after everything.  He aborted a distressed whine on his way to his vocaliser.  What was he going to do?!

_Boss, hit him!_

Rumble’s voice prodded incessantly at Soundwave, but it wasn’t enough to get him to move.

_Don’t worry about me!  I’m dead for sure if we lose here.  Come on Boss, fight!_

Ravage’s words made sense.  Logically, he should ignore Ravage’s distress and attack Dirge.  But though his mind ought to have been convinced, he couldn’t quite get his body to listen.  His entire world had been reduced to two conflicting commands, each marked with the highest priority.

 _Fight_.

_Stay._

_Fight._

_Stay._

His frame had started trembling, the clatter of his plating the only thing he could hear over the sound of his own frantic spark.  He’d lost.  He’d failed.   _Frag, frag, frag!_

“Yeah, that’s what I thought.  Now, on your knees, real slow,” Dirge said.  “I don’t want you pullin’ anything funny.”

_Boss, do it!_

That certainly was a change of tune.  Why had Ravage suddenly started caring about his own safety? 

_Listen to him Boss!_

And Rumble agreed.  Well, if the two of  _them_  were in agreement, then it really must be the right thing.  With careful moments, Soundwave allowed himself to fall to his knees, optical sensors locked on Ravage the whole way.  He’d stopped writhing; something was up.

Nearby, a familiar whirr reached his audials, though he was too upset to place it, least of all once he found a blaster pointed directly at his face.  It was the kind of thing that was difficult to ignore.

“Boss!” Ravage cried out, flailing again.

“Megatron says you’re not Ratbat’s drone, but you look like him, feel like him, and have the same damn abilities as him, so forgive me if I’m not convinced.  Sorry buddy, no offense, but it looks like you’re just too dangerous to let live.”

But he never got to make the shot.

His body stiffened as all of a sudden, a powerful jolt of electricity consumed his frame.  His gun arm jerked, sending a blast harmlessly into the wall above, and his once-strong legs turned to mush, leaving the powerful Seeker collapsing to the floor in a twitching, screaming mess.  Once downed, Soundwave’s saviors took to the sky, circling the air above his head with a happy hum before landing on his shoulders.

“Primus, don’t scare us like that, Boss,” Buzzsaw chastised, nuzzling his beak against Soundwave’s helm.  On his left shoulder, Laserbeak mimicked the motion.

“I’m sorry Boss.  I thought I’d be able to get out of there.”  Ravage approached, rubbing up against Soundwave’s legs, his own little spark still pulsing a frantic rhythm.  “I messed everything up.  I’m sorry.”

Soundwave didn’t care about apologies right now.  Ravage was safe, and Rumble, and Laserbeak, and Buzzsaw too.  That was all that mattered.  Well, there was one more thing.

He gave the command for his Symbionts to return, and without hesitation, they all obeyed, slotting into his chest, onto his back.  Now, he stood over Dirge’s still-buzzing frame, a protective parent out for revenge.  Dirge had crossed a line that a wiser mech would not have tried.

One data cable snaked its way around the mech’s frame, restraining those powerful arms, long legs, until only his chest was bared.  At that point, it seemed that Dirge realized just what was in store, for he began to struggle, as best he could when denied movement.

“No!  Don’t!  I’m sorry!  I didn’t mean what I said!  Please, let me go!”

Fat chance.  Soundwave’s free cable made quick work of peeling off chest plating, pausing to rip out a vocaliser when the screaming got to be too much.  From there, it was a quick trip to the spark chamber, one more jolt of electricity, and Dirge was gone.

In the distance, he could hear two matching cries of pain, from Thrust and Ramjet.  So, trined mechs shared a sparkbond as well, it seemed.  Good to know.  And with any luck, the distraction Soundwave had provided would give Starscream and Megatron room to finish their targets. 

He waited a few seconds, certain that he wouldn’t be much use to them as he was now, then transformed and began the slow ascent back up.

He found Megatron in the next room over, on his knees, drained and bleeding, but ultimately victorious.  Judging by the wicked grin on his face, he was still filled with post-battle bloodlust.  His heightened senses noticed Soundwave right away, and he rose to his feet, striding across the room to meet him.

“Senator Ramjet is no more.  And I assume that you have defeated your opponent as well.  I can only hope that Starscream hasn’t failed me.”

On cue, a trio of lithe jets flew back into the room, transforming in a shower of sparks and splattered energon.  Skywarp had torn a wing pretty spectacularly, and the sleek blue paint of Thundercracker’s chassis had been sheared off in places.  Starscream was shaken, but visibly unharmed.  “Master, we’ve done it!  Thrust won’t be bothering us anymore.”

“Good work, Starscream, Skywarp, Thundercracker,” Megatron said.  It almost sounded sincere, but that surely couldn’t have been the case.  Megatron  _never_  praised Starscream. 

A silence fell over the lot, a silence made up of heaving plating, sputtering engines, and blasting vents, as nine bots appreciated a tough job well done.  It was Starscream to first find his words again.  “And we all survived too, as I knew we would.  Let Onslaught eat that!”

The remaining Seekers added their shouts of affirmation, but Megatron didn’t seem like he was ready to celebrate yet.  His frame still ran hot, his pulse still rushed, craving the next blow, and yet his optics were contemplative, boring a hole into the damaged flooring of the chamber.

“Master?” Starscream prompted, one he’d realized that Megatron was not, in fact, listening.

“Senator Ramjet is dead – your end goal has been met, Starscream.  You must be happy.”

“Oh yes, Master.  Very!”  Starscream stuck his chest out, beaming with pride.  Had he better read Megatron’s mood, he would not have done so.  Already, Thundercracker was backing away, and Skywarp had fixed his optics to Megatron’s twitching claws.  How had  _Starscream_  managed to become trine leader?

Fortunately for Starscream, Megatron found the control to let his claws fall lax.  “I, however, do not yet have what  _I_  came for.”

“What you came here for?  You mean aside from killing . . .” Starscream’s optics widened, recognition dawning upon him, as his spark gave an excited flare.  “Oh yes,  _that_.  Yes, of course.  I will lead you to him!” 

‘Him?’  Soundwave could only assume that they meant Zeta Prime.  He wondered what Megatron intended to do with the fallen Prime.  Use him as a bargaining chip?  Kill him? What did it truly matter?  Zeta Prime had been out of the public consciousness for nearly a decade.  His reemergence wasn’t going to change much of anything at this point. Traitorous bastard or not, no one could deny that Optimus was a popular leader.

Starscream approached an elegant tapestry, tearing it aside to reveal a hidden doorway.  He keyed in a code, and it slid open with a sad cough.  Clearly, it had gone without use for a long time.  Once inside, he lead the group down, down through the crumbling tower, down an endless spiral staircase, so narrow that Megatron could barely fit on it. Megatron, however, was not the only one having problems.

_One step at a time, Boss.  You got this._

His Symbionts cooed encouragements over the bond, but they didn’t do much to make Soundwave feel better.  He could fight opponents three times his size, hack any firewall put before him, run seven complicated tasks at once, and he was about to be defeated by a stupid  _staircase_.  His legs had been built to bend in a way that Soundwave just couldn’t see the logic behind.  Years of practice had gotten him up and, even harder,  _down_  normal staircases well enough, but these steps were too narrow, too twisting, and there was no railing to hold onto.  He was going to fall, and he was going to take the rest of the procession out in the process.

“Keep pace, Soundwave,” Megatron urged.  He could  _do_  this.  Megatron was walking down the stairs  _sideways_  just to fit!  His feet were bigger than the stupid narrow steps, for goodness sake!  If Megatron could do this, then so could Soundwave.  And Megatron was a sturdy mech.  He was  _mostly_  sure that, were he to trip and fall, at least there would be someone there to catch him.  At least the  _whole_ party wouldn’t be taken out. 

It wasn’t very encouraging.

Despite Soundwave and Megatron’s difficulty in navigating the stairs, it was Skywarp to lodge the first complaint.  “Primus, this place gives me the creeps.  Look at this!  My wings are all twitching.”  Soundwave couldn’t see much from his position, let alone in the progressively darkening chamber, but he did indeed hear a constant rattle of wings – three sets of wings, actually.

“Just how far down did you guys stash him?” Thundercracker added.  “I swear, we’ve gotta be inside the mountain by now.”

“We are,” Starscream acknowledged.  “We wanted to make sure that the entrance in Ramjet’s chamber was the only way anyone could reach him.  It’s not like  _he_ was using the panic room for anything, after all.  But we  _did_ discuss sending him up to Trypticon once or twice, though we ultimately decided against  _that_ , thank the Allspark.  Jetfire may have been one of Vos’s brightest minds, but he’d always been a bit . . . independent.”

“Yeah,” Skywarp snorted.  “Blame it on the ’independent’ streak.  Can’t accept that maybe he just wasn’t that interested in your scrawny aft.”

“Skywarp!”  And that disgraceful screech was from Starscream.  “Lord Megatron does not want to be bored by these trivialities.”

“Oh don’t I?”  Legitimate humor danced through Megatron’s laugh.  It made Soundwave’s field buzz angrily from within its closely-contained bubble.  And yet, it was simultaneously charming.  Why did Megatron do this to him?  Why couldn’t Starscream just bugger off?  “Do tell me about you and Jetfire, Starscream.”

“It was nothing!  It was a long time ago!  We were young, that’s all!  Besides, he’s nothing compared to  _you_ , Master.”  Oh yes.  Nice save.  The coy tone at the end was especially smooth.  Soundwave wanted to gag.

“Ugh, gag me,” Thundercracker complained, reminding Soundwave that yes, he still liked Thundercracker.  “Please tell me that’s the bottom up there.  I can’t see a thing.”

“Yes,” said Starscream.  “Yes, this is the bottom floor.  Maybe if you turned up your optics and your biolights, you wouldn’t be having this problem.”  He strutted ahead onto the open stone floor, the clack of his heels echoing off the narrow walls.  Despite his boast, his movements were hesitant.  He couldn’t see either.

A place like this should have been perfectly inoffensive.  It was dark, yes, but Soundwave didn’t need vision to navigate.  His audial receptors were superior to his optical sensors by far.  And yet, something about being all the way down here left an angry itch in the back of his processor, a constant sense of dread.  All he wanted to do was get out and back into the open air . . . The flight coding then.  No wonder the Seekers were so on-edge.  He wondered how Megatron was handling it.

Rushed pulse, racing fans, twitching claws – it seemed he was still ready for a fight.  He was remarkably well-behaved all things considered, but who know what it would take to push him over the edge?

They traveled a bit farther down the hall, the bots ahead blindly stumbling along while Soundwave walked with ease.  He considered it payback for the stairs.

Eventually, they came to a wider chamber, with a door on each wall.  Starscream chose the rightmost, fumbling against the frame until he found a keypad.  It activated beneath his touch, illuminating the room with a soft blue light from below. 

“The Prime is right on the other side of this door.  I do warn you, it won’t be a pretty sight.” 

“Spare me the theatrics, Starscream.”  Megatron approached the door, shooing Starscream to the side.  “Skywarp, Thundercracker – stand guard out here.  We won’t be long.”

“Yes Sir!” the Seekers said in unison, though the former did a poor job of hiding his disappointment.  Skywarp wanted to see the Prime too.

Without further ado, Megatron pressed the access panel – the door slid open before him.  On the other side was a decrepit figure that Soundwave would have never associated with the great Zeta Prime.  He sat hunched over on the ground, chains around his wrists and neck fastening him to the wall, preventing him from standing up.  His plating, once a proud, gleaming blue, had wasted away to a sorry grey, growing thin and flimsy from a lack of fuel – it had begun to chip away in places, revealing jagged, rough protoform below. The Prime looked up at the sound of visitors – his optics barely shone at all, a dull colorless light that had once glowed a beautiful cyan.  If he’d ever had biolights, they had long since run out of juice.  There was nothing interesting about this frame, save for how haggard it was.

Worse than the appearance, however, was the smell.  The room was rank with the stink of long-spilt energon, of purged tanks and dead nanites, of sickness.  Soundwave thought he might purge, himself.

“Well, if it isn’t the mighty Megatronus,” the Prime croaked, voice so damaged, it couldn’t properly produce quality or inflection.  It nearly sounded as bad as Soundwave’s.  But his personality still seemed to shine through.  The Prime was stronger than Soundwave had given him credit for.  “I always knew you’d be trouble.  Shoulda taken you out in your gladiator days.”  His dead optics shifted towards Starscream, a flash of hate burning bright for but a moment.

“And look, my loyal bodyguard.  I never thought you’d dare show your face around me after what you pulled.”  The Prime was chained, broken, helpless, but even so, the fury in his voice made Starscream’s spark pulse in fear.  He stepped behind Megatron, as though to hide.

“Watch out for that one, Megatronus.  He’ll lure you in with pretty words, sweet promises of devotion, and then he’ll stab you in the back, just you wait.  It’s power that one’s after!”

Starscream’s wings began to rattle against the base of their casing, his spark roared.  Fear had transformed to anger.  He marched forward, thrusting the edge of a sharp heel into the Prime’s face, shattering his jaw.  “Shut up!  You’re nothing!  You know nothing!”

“Enough, Starscream.”

Starscream felt no shame nor remorse as he trudged back to Megatron’s side.  The Prime, however, was laughing.  His voice still echoed clearly, though the words were a bit misshapen.

“I may have been blind before, Starscream, but I’ve had much time to think, to learn to see again.”  His optics shifted to Soundwave.  “Oh dear, what have they done to  _you_?  Some poor lost spark, trying so very hard to be useful, because it’s the only thing you’re good for now.”  Soundwave tensed.  He’d never met the Prime, and as far as he knew, the Prime had no cause to know of his existence.  And yet his words were surprisingly on the nose.  It was Soundwave’s turn to retreat.

“You’ll never have it, you know?  What you want.  An abomination like you could never belong anywhere.  Not your fault.  Just a bad stroke of luck, isn’t it?”  He laughed again.

“Enough!” Megatron bellowed, lunging forward and grabbing the Prime by the throat, dragging him up as far as the chains would allow, and making up the rest of the distance by stooping, until their faces were inches apart.

“I wonder, Megatronus, what it is  _you_  want.”

“That’s not my name!”

The Prime was unswayed.  “You spoke of freedom for the lower castes.  Tell me, how is that going for you?”

“Quite well, actually,” Megatron sneered, but his spark was pulsing in fear beneath the cocky grin.

“I imagine it is. For you.  It is easy to be pleased when you are the one with the power.  But tell me, what happens once you win?  What then?  All of those former miners, farmers, factory workers-turned soldiers – what will  _they_  have to come back to?  Will  _they_ be pleased with what they’ve gotten?  Or failed to get, perhaps. 

“You’ve promised more than you can deliver, Megatronus.”

It was a miracle that Megatron was able to keep his voice even.  “They will come back to a world where it is their skill and character that determines their worth, rather than some arbitrary caste they were born into.”

“I wonder if  _they_  know just what that means for them, though?  Let’s face it, Megatronus.  Social mobility is a rare sight, caste system or no.  A mech born as a drill will be at a distinct disadvantage if he wants to compete with a photon microscope in the sciences, don’t you think?  You are changing nothing, and once your followers realize that, they will turn on you, mark my words.”  The Prime laughed again, a burst of static escaping his abused vocaliser.

“I am giving a voice to the voiceless!” Megatron cried out, a desperate wail of rage and denial.  Zeta’s words had struck him hard indeed.

“I am surprised you still believe that,” he paused, bold in the face of Megatron’s fury.  “You know, there was a time when the  _caste system_  was seen as a  _grand solution_  to rampant poverty and misery.  There were so very many bots that slipped through the cracks of society, so many bots whose abilities were proven useless, because they lacked the resources to find a matching job.  The caste system was implemented to help them – a strong frame with an ill temperament and hard disposition would work in the mines, a weaker frame with a skilled mind and patient soul may be well-suited for a job in administration.  Everything in its place.  Nobody left behind.  A perfectly-functioning society, where production was maxed out and every bot’s needs were met.”

“Look how well  _that_  worked out,” Megatron growled, trying his hardest to regain his resolve.  But Zeta Prime’s words made a strange amount of sense, enough that they could not be written off so easily.

“Yes,” Zeta agreed.  “It was a flawed system in hindsight.  But here’s what I have learned in my old age: Utopia is a myth.  There is no such thing as a perfect society wherein every member’s needs are met – least of all on such a grand scale.  The fact of the matter is, there will always be someone at the top, someone who controls the resources, who decides who will get what.  It’s a necessity when a limited number of resources must supply an ever-increasing population.  And when you are the one on top, the one with the power, the one faced with endless impossible decisions, it becomes easier and easier to allow the little people to fall through the cracks. 

“You know I’m right, I can see it in your optics.  You’ve already begun, haven’t you?  An army needs fuel to run, and miners to gather it, and workers to refine it, to transport it.  I wonder, have you improved conditions in the mines, in the factories, or do you devote your funds to other, more important projects?  Miners are more easily replaced than good soldiers, wouldn’t you agree?”

Megatron froze, his spark flaring in panic.  He flung the Prime away, as though he were infected with Cosmic Rust.  His wispy, starved frame hit the ground with a light thud and a clatter of chains.

“Yes, it’s begun already; I can see it in your optics.  Just face it, Megatronus.  You may have the best intentions, but there is no escaping the fires of the Inferno once you’ve reached the top.  It happened to me.  It will happen to you too.  And even to my successor, should he serve long enough.”

It had perhaps, been a mistake on Zeta’s part to mention Optimus.  Fear turned to rage in Megatron’s fuel lines at once.  He stomped forward, his roar echoing around the chamber, “ENOUGH!”  One heavy foot hit the Prime square in the chest, sending him back into the wall, easily cracking his brittle plating.  Abused vents gasped weakly as the air was knocked from them.

“He’s quite the talker, isn’t he, Master?” Starscream sneered, making sure to stay behind Megatron.  “Maybe we should shut him up permanently.”

“I’m inclined to agree with you.  What do you think, Soundwave?”

Soundwave wasn’t so sure.  Using the Prime as a bargaining chip wouldn’t be worth the trouble, and Soundwave was the last bot to believe in the alleged divinity of the Prime’s, but something felt wrong about the whole situation.  Zeta had been taunting them.  It was almost as though he  _wanted_  to die.  And admittedly, had Soundwave been locked in a dungeon and left to starve for ten years, maybe he would have felt the same, but somehow, he doubted that was the reason.  Zeta wanted Megatron to kill him, and Soundwave didn’t know  _why_.

“Soundwave?” Megatron repeated, concerned optics falling on Soundwave’s silent frame.

“He hesitates.  Perhaps you should listen to the freak,” Zeta taunted, earning another sharp kick for his efforts.  Megatron was going to do what he wanted, regardless of what Soundwave said.  He may as well go along with it anyway.  His fears were likely unfounded.

“Affirmative.”  That had been the right answer, the answer that made Megatron’s spark give a happy flicker.

“Apologies, Zeta Prime.  It seems your time is up.”  Megatron knelt over the Prime’s limp form, and reached forward with hungry claws, tearing open what was left of his flimsy chest plating, to reveal his spark chamber beneath.  But once bathed in the soft blue light of that sacred spark, Megatron paused, field flaring in surprise.

“Something wrong?” Zeta choked.

“The Matrix – where is it?!”

“Oh Megatronus, I haven’t had  _that_  thing in ages.  It only stays with a worthy spark; didn’t you know?”

“Starscream?!” Megatron snapped, begging for an explanation that made sense.

“I don’t – I thought he had it!  He’s the Prime!  He’s supposed to have it!”

“Lie: not detected,” Soundwave supplied, but he didn’t quite believe it himself.  The Matrix was some meaningless trinket; he refused to believe that it had a mind of its own.  Had someone taken it away, perhaps?

“Oh child,” Zeta laughed.  He looked at no one, but somehow, Soundwave felt the words were directed at him.  “You think you’re so wise.  You put unfounded trust in your ability to know everything.  There is still so much you have to learn.”

Evidently, Megatron felt that  _he_  was the recipient of the words.  And he did not like what he heard.  “That is enough out of you!”  He thrust his fist forward, straight into Zeta’s bared spark.  It flickered around him, and died, like any mortal spark would have.  So much for the divinity of the Primes.

But then, something quite unusual happened.  Megatron didn’t notice it, nor Starscream.  It was a high-frequency sound, perhaps beyond their sense of hearing.  But Soundwave caught it, and it was hellish.  The sharp noise pounded in his head, ripping through his processor, and upsetting his equilibrium circuits until the world around him began to swim, twisting and turning – up was down and down was left.  It flooded his senses, burning through his fuel lines and settling in the pit of his tanks – Primus, he was going to purge! 

He stumbled forward, bracing himself on Megatron’s sturdy back.   _Keep it together.  Don’t purge.  Disable your sensors.  Stay calm._

“Soundwave?”  Megatron asked.  Had Soundwave ever heard him so concerned before?  Probably, but he couldn’t focus enough to be sure at the moment.

As quickly as it had come, however, the sound vanished, dancing off down the corridor and into the ether.  What had  _that_  been?  Were Prime’s wired differently?  Were their bodies booby-trapped to assault would-be assassins?  Surely that  _had_  to be it!  Even if no ordinary assassin would have been able to perceive the threat.  Starscream and Megatron both seemed unharmed after all.

It hadn’t happened.  It was just some kind of coincidence, and it no longer mattered.  It had passed. 

Soundwave sturdied himself, regathered his footing, his senses, his wits.  “Equilibrium circuits: experienced brief glitch.  Recalibrating now.”

“If you’re certain that’s all.”  A heavy hand fell on his shoulder, pulling him closer, until Soundwave’s helm was pressed close to that broad chest.  The excited pulse of a gleeful spark met his audials. 

The Prime had said some horrible things, but they  _had_  ultimately triumphed.  Zeta was dead, Ramjet and his trine were dead, and the Autobots had been driven out of Vos.  This was a day for celebration. 

And then Megatron was turning around, reaching for Starscream and drawing him nearer as well, planting an excited kiss on the tip of his crest.  Starscream’s spark buzzed gleefully at the motion, but his narrowed optics were fixed on Soundwave, held in Megatron’s other arm.  It seemed somebody didn’t like the idea of sharing.

“Let’s get out of here,” Starscream said, pushing himself out of that strong hold.  “I tire of being underground.  Perhaps you can have Shockwave bridge us out so that poor  _Soundwave_  won’t have to brave those stairs again.”

“Yes, that’s not a bad idea.”  He released his hold on Soundwave and strode through the door, back into the chamber where Skywarp and Thundercracker waited.  Soundwave couldn’t recall the last time he’d seen Megatron so light on his feet, so happy, so proud of himself.  It was as though all of those awful things Zeta had said had been killed along with the Prime, banished to some dark pit where he’d never have to think of them.  Perhaps it wasn’t exactly healthy to ignore the warning in those words, but Soundwave couldn’t bring himself to care.  They’d won.  Soundwave wasn’t a freak, and Megatron wasn’t a tyrant.  At least for tonight.

Even the dark glare that Starscream fixed him as he followed in Megatron’s footsteps was easily ignored.  If Megatron was happy, then Soundwave was happy.  Nothing was going to bring him down now.      

 


	20. Team Bond

**Summary for the Chapter:**

> The war continues, Soundwave tries to alleviate Megatron's stress by working with the new combiner team, but will that really be enough?

Vos may have ultimately been a success, but the triumph was short-lived.  Had it not been an absolutely ridiculous notion, Soundwave would have thought that the death of Zeta Prime had motivated the Autobots to fight twice as hard.  They developed new weapons at an alarming rate – a device that functioned much the same as Soundwave’s scream, only amplified in intensity, a staff that produced an impenetrable energy barrier, a bauble that enabled a bot to alter his own molecular structure, resulting in the ability to ‘phase’ through solid objects.

But none was more devastating than their answer to Devastator. 

His name was Superion.  He was comprised of five Vosian refugees, and though he may not have been able to match Devastator in brute strength, he still managed to be smarter than Devastator, faster than Devastator, possessed better firepower than Devastator,  _and_  he could fly.

Decepticon engineers just couldn’t keep up with the combined might of Perceptor and Jetfire.

The Autobots had started by kicking the Decepticons out of Nyon, leaving them struggling to defend their hold in Protihex.  They wiped out all Decepticon efforts in Hydrax, and forced the surrender of the already-poorly situated Altihex.  The former senator Scorponok had joined the Decepticon science team and created a weapon called the ‘Energon Extractor,’ which was enough to let them take Harmonex, only to immediately be kicked back out, and Mixmaster’s Tox-En had backfired spectacularly, rendering forty percent of Valvolux uninhabitable.  Nobody bothered trying to hold it after that.

Needless to say, Megatron was not a very happy mech these days.  Soundwave kept him in line to the best of his ability, but there was no denying that Megatron was restless, quick to anger, and distressingly likely to assault his own allies.  He needed to get back in the action, or the Decepticons needed to start winning again, and the latter was seeming more and more unlikely.

Shockwave tried, of course.  He had taken Soundwave’s advice and expanded the ground bridge network, installing access hubs in Kaon and Tesarus as well.  Soundwave expected it could be made further convenient – what if a mech needed to get back in a hurry?  A remote control ground bridge could prove indispensable.

But Shockwave had other plans.  He was looking upward – to the stars.

“It is pointless to focus on reaching the stars when we’re fighting a war on the ground,” Onslaught griped.  Soundwave had never known him to journey to Shockwave’s Tarnian laboratory in person.  He was up to something, and Soundwave, from the solitude of his terminal in Megatron’s room, intended to find out just what that was.  He doubted it was to discuss ground bridges.

Shockwave had his own counter for that.  “It is unlike you to be so short-sighted, Onslaught.  You and I are both aware that this war will continue onward for a long time, and its consequences will be far-reaching.  Already, Kaon suffers from a fuel shortage.  We use our resources faster than they replenish themselves.  And though we have fought for a mere two and a half decades, we have completely demolished at least three cities – the third to such a degree as to render much of the surrounding area unsuitable for mechanoid life.

“Someday, we will have no choice but to abandon our planet and flee to space once again.  But it will take much work to replace lost technologies.  I intend to be ready for our inevitable journey from Cybertron.  But for that, we will need a space bridge network.”

“Hmm,” said Onslaught.  Evidently, he indeed had not thought that far ahead.  He folded his arms over his chest, hanging his head in deep thought.  “Ideally it would be best to end the war before that time.”

“Ideally, yes.  But I do not believe this is likely.”

“We just need to find a way to get a leg up on those Autobots.  Devastator performs well-enough.  Trouble is, you made him outta bots who are indispensable to the cause.  And Menasor’s been a no-go too.”

“Yes.  His team members have not been able to sync so well as initially anticipated.  The few times they have formed Menasor, he has been uncontrollable.  We are trying to build the relationships amongst the Stunticons in hopes of remedying this issue.”

“But it won’t help.  They’re all grounders –  _Speedsters_  mostly.  Their best attribute will be undone by their size alone, leaving them fragile as well as ballistic.  Meanwhile Superion is killing us with his ability to fly.”

“Unfortunately, it is difficult to find flight frames quite so close as the Aerialbots seem to be.  Most Vosians are trined together at their sparking.  In groups of three, they are powerful, but I’ve been unable to find a group of five that fits the bill.”

“What about a team that partially includes fliers?” Onslaught asked, tapping a finger against his mouth plate.  “If you arrange, say, two flight frames as the arms of the gestalt, what would happen?”

Shockwave shook his head.  “Two alone will be unable to create a fully-functional flier.  He may be able to attain lift, depending on the alt modes of the fliers in question, and whether or not they were sparked for flight, but he will have little maneuverability.  Ideally the torso would also be a flight frame, but he would need to be larger than the others in order to handle the strain of hosting four other bots.  Perhaps if two Seeker trines were to combine . . .” he trailed off, before realization dawned upon him.

“I don’t suppose you have candidates in mind for another combiner?”

“I do,” smiled Onslaught.

~~~

Whatever Onslaught and Shockwave were planning, that was the last Soundwave heard of it.  Onslaught didn’t take the ground bridge network to Tarn again, though that ultimately meant very little.  Shockwave had a means of working behind Soundwave’s back.  He’d done it before; he could do it again.  Soundwave would just have to not worry too much, and keep his audials open for warning signs.

In the meantime, another year of stalemates came and went, and then another.  The Autobots’ momentum had significantly stagnated as time wore on, as supplies in Dodecahex dwindled, as the Decepticons grew more used to fending off Superion.  They were able to kick the Autobots out of Protihex, leaving Nyon the frontline of the Decepticon forces. Everybody was waiting for the final push – it would only be a matter of time.  Perhaps once Menasor was ready?

He was getting more in sync by the day.  The last time he’d tried to combine, he’d been able to follow commands for nearly twenty minutes before losing himself to his madness. To help him along, Motormaster had requested Soundwave’s assistance.  Soundwave did not know why he specifically had been chosen, however.

“We’ve been working with the Constructicons for years, but it’s not helped much,” Dead End confessed when pressed.  Motormaster never would have admitted to such imperfection.  “He figures that since you’re the only other hive mind running around, that we might be able to learn something from you.”  The little red speedster gave a helpless shrug.   _I don’t know_.

Soundwave didn’t much care for being called a ‘hive mind,’ but if helping the Stunticons would help the movement, then he’d put up with some careless nicknames.  It was still better than ‘drone,’ at least.

They’d meet in the coliseum every day.  A lack of linguistic capability made Soundwave a poor teacher, but his Minicons were surprisingly helpful.

“What ya gotta do,” said Rumble to a crowd of listening Stunticons, “is acknowledge your boss as your  _boss_.  “He’s the one who calls the shots, even though sometimes he’s a hopeless idiot who won’t listen to reason and you  _know_  that he’s messing up, but he’s stubborn too, so you can’t really do anything to stop him.”  It was a little hard to tell whether Rumble was talking about Soundwave or Motormaster; Soundwave chose not to be offended.  As long as the Stunticons assumed it was the latter, then he wouldn’t look a fool.  And Dead End aside, the Stunticons weren’t exactly smart.

In fact, it was the wild difference in their personalities that caused them such problem.

The five bots had all been Speedster urchins that Motormaster had picked up for one reason or another over the years.  He treated them surprisingly well, all things considered – a Speedster frame was one of the worst to have on the street.  Becoming an illegal street racer was the best possible outcome.

That had been Dragstrip’s fate.  He was a slim mech, with aerodynamic racer lines and a well-cared for yellow finish.  He had once been a legitimate racer, a top caste mech leading a life of luxury.  But he had a foul temperament and a bad gambling problem, and a few mistakes too many had landed him in Kaon’s Underground, racing with mechs desperate to win, desperate to survive.  Winning was everything to this strong-willed mech.

Wildrider had also been a street racer, but he’d dabbled in a little bit of everything.  A day job in a shop, a night job as a buymech, his free time spent mowing down other racers with extreme prejudice.  He was eclectic, violent, and more than a little mad.  Soundwave was never sure quite how to respond to such an unpredictable mech, though unlike Dragstrip, at least he  _sometimes_  listened.

Dead End was the easiest to work with, by far.  He was smart, witty, subdued, and on the downside, the most pessimistic, morose little glitch Soundwave had ever met.  He never spoke of his past, but Soundwave had gathered he’d been plucked off the streets by some not very nice folks at some point, and whatever they did to him left him angry, bitter, and strangely obsessed with his appearance.  Only Knock Out went through as much wax as this guy did.

Rounding out the team was Breakdown, the outlier.  Nobody liked Breakdown.  He was nervous, he was timid, and Soundwave was convinced that he’d been stuffed into a frame far too small for his spark.  The kid’s EM field was so intense that nobody could stand near him for too long, lest they wanted to find their legs giving out and their tanks overturning.  It was a useful ability for a mech that wanted to be left alone, but the excited rumble in his engine whenever he was in public led Soundwave to believe that this was not quite the case.  It must have been torture for the poor guy.   

Together, they did not make for a very cohesive unit.  Still, they were learning, little by little.  Motormaster may have been on to something when he’d approached Soundwave. Menasor was a very different gestalt than Devastator.  Devastator was six mechs, all with relatively equal standing and importance, joining forces to become a single unit of one mind.  Menasor however, was a leader who augmented himself with four lesser mechs – one body, four limbs.  It was easy to see why the Constructicons had found difficulty in getting through.

“What, so we’re supposed to just let Motormaster lead us to our deaths?” Dragstrip scoffed.  “No thanks.  Unlike  _some_  of us, I don’t much fancy the idea of dying!”

“We’ll die faster if we act as five entities in a single body,” Dead End countered, voice detached.

“You gotta  _trust_  your leader!” Buzzsaw insisted.  “Trust that he’ll do the right thing.”

“Motormaster isn’t smart enough to have my trust,” Dragstrip continued.

“Well, you’re not smart enough to got  _my_  trust!” Wildrider this time.  Naturally, this resulted in Dragstrip throwing a punch, and soon the two were rolling around on the ground, ripping at each other’s plating, clawing at each other’s throats, until Dragstrip was pinned, dented, and bleeding, a wicked snarl on his face as he thrashed against the arms that held him.

A pair of data cables wound their way around transformation kibble, pulling the two apart, allowing them to dangle uselessly in midair.

“This is why Menasor is a failure,” said Ravage, giving voice to Soundwave’s thoughts.  “Our lot works as well as it does, because our relationship is built on mutual trust.  You should give it a try.”

“Easy for you to say,” Dragstrip scoffed.  “You’re not on a team with these losers.”

“You’re not a real combiner anyway!” Wildrider added, trying to wriggle in such a way that he could get a grip on the cable that held him.  Soundwave gave him a warning shake.

Ravage strode closer, taking a seat at the feet of the two troublesome Stunticons, and Soundwave dropped them to the ground, so that they were on Ravage’s level.  “No, but we  _could_  be if our frame-types supported it, and if Megatron would allow it.  What we  _are_ , is a team of one mind, one spark.  We’re not the Constructicons.  Our relationship is centered around our love for our boss, and that’s why we’re such an effective team.  I personally think Rumble is an idiotic oaf –”

“Hey!”

“And that Buzzsaw never has anything useful to say –”

“ _Excuse_ you?!”

“And Laserbeak has a terrible sense of humor –”

Laserbeak perked up at the sound of his name.

“But none of that matters.  We work together, because we love Soundwave.  We find things to like about each other, like Rumble’s quick-thinking in a crisis, or the fact that Buzzsaw is basically a tiny weapon of mass destruction, or Laserbeak being the one mech who has the guts to stand up to Megatron, we focus on  _those_  traits, and we become a more cohesive unit for it.  So stop your griping and figure out how to get along!”

“You always did have a way with words, Ravage,” Buzzsaw complimented, fluttering his wings and preening.

The Stunticons, meanwhile, looked between one another, none wanting to be the first to speak.

“Oh, for the love,” Rumble groaned, burying his face in a hand.  “I can do a better job than you guys!  Look!” his finger shot to Dead End, who winced slightly at the sudden motion.  “Dead End is practically a genius,” he pointed at Wildrider next.  “You’re really fun to hang with,” and then Dragstrip, “ _You_ never give up, and Breakdown . . .” He lowered his finger, cocking his head at the remaining little speedster.  “Well, nobody’s gonna wanna be the one fighting  _him_!”  The nervous little mech deflated at that.  “Combine that with Motormaster’s raw physical power, and you got a force to be reckoned with!”  He folded his arms, nodding sagely at that.  Rumble was quite pleased with himself.

“Y-you don’t know what it’s like!” Dragstrip protested, desperately.  “I wanna die!   _Me_!   _I_  want to  _die_!  All ‘cause I’m sharing a mind with  _that_  idiot.” He glared at Dead End.  “And Wildrider drives me nuts!  And Breakdown is just so – so –”

“You’re telling me a mech as smart as you can’t figure out how to cope with that?” Ravage scoffed. 

“Come back when a building falls down on your brother, erasing most of his personality components!” Buzzsaw snapped.

“Or when you’ve got an actual dead guy floating around in your head.  Y’know, being dead!” Rumble added.  It wasn’t entirely true; Frenzy’s end of the bond had been empty since the day he’d died, but the combined retort was enough to shut Dragstrip up.  Still, the overall lesson was going nowhere.  Perhaps Soundwave could step in?

“Trust: will come.  For now: lesson adjourns.  Assignment: learn to trust gestaltmates.  In intermediary, sparring match: recommended.”

At least the Stunticons could get behind  _that_.

~~~

The Stunticons may not have been able to stand one-another’s company, but they fought well together.  Soundwave had been forced to yield, before the battle got too rough, and somebody wound up legitimately hurt.  He didn’t think they were quite gestalt-ready yet, but they were getting closer by the day.  And with the way they behaved when they left, with Dragstrip helping Breakdown to his feet, Wildrider offering a cloth to Dead End, who’d scuffed his painting pretty badly, it seemed they’d be taking the lesson to heart.

Soundwave, in the meantime, had headed off towards Hook’s medical bay.  Rumble had been knocked around quite a bit, and poor Buzzsaw had a broken wing.  He’d get them fixed up, and return to work.

He hadn’t expected to be greeted by Knock Out.

“Ay!  Where’s Hook?” Rumble groaned, eyeing the flashy surgeon warily. 

Knock Out shrugged.  “Hook’s been busy working on projects with Shockwave and Mixmaster.  They brought me over from interrogation to man the med bay in the meantime.”

“Okay . . .” Rumble didn’t look entirely convinced.  This was the mech that had given Megatron his new optics; clearly he had  _some_  skill.  But he didn’t much look the role of doctor – too flashy, too prissy, and he always seemed more interested in personal gain than helping others.  Besides, since when were  _Speedsters_  Medics?  That didn’t make sense!

Of course, that was the entire reason behind the revolution.  But Functionism ran deep, even amongst those who dedicated their lives to fighting it.

Soundwave took Rumble’s hesitation as an opportunity to deposit Buzzsaw on the operating table.  He tried and failed to flap his wings, in an effort to look as pitiful as possible.  _Look at my poor, hurt wing!_

“What happened to  _you_  guys?” Knock Out scoffed, lacking any hint of bedside manner.

“The Stunticons are better at fighting than they looked,” Buzzsaw snapped, shattering the illusion he’d worked not all that hard to craft.

“Stunticons?”

“Yeah, you know!  The ones who turn into Menasor,” Rumble explained.  “We’re helping them get along!”

“By acting as punching bags.  Yes, I see.”  Nope.  No bedside manner at all.  From his bed in Soundwave’s back, Ravage’s field pulsed a hearty laugh.

“Hey!  What’s your job?  To fix people, or to crack jokes?”  Rumble crossed his arms, scowling.  It was definitely not cute.  Even less so when he unfolded them and looked up at Soundwave with the wide, wibbling optics of a mech betrayed.  “ _Boss!_ ”

Very well.  As cute as a grumpy Rumble was (not), he and Buzzsaw still needed repair.  “Knock Out: Operation: Repair Buzzsaw, Rumble.”

“I’ll see what I can do.  They don’t exactly train you to fix bird-bots in medical school.  Or Minicons.”  Despite the admission, he took out a scanner and ran it over Buzzsaw’s tiny frame.  Though his bedside manner left much to be desired, the same could not be said of his demeanor now.  It was  _all_  medic – all about doing his best to repair his patients.

Buzzsaw was fixed within the hour, Rumble in two.  Soon enough, they were back in the safety of their beds, ready to take a long, and well-deserved nap.  Before Soundwave could leave the operating room, however, Knock Out called out to him.

“Soundwave,” he said.  “You’re close to our esteemed Lord Megatron, we all know that much.”  Soundwave didn’t acknowledge the comment, but did pause to hear the little mech out.  “I was hoping to ask for a favor.”

He turned, fixing his cold, unnerving stare on Knock Out, who flinched beneath it.  But that didn’t stop him from saying what was on his mind.  “It’s actually about Menasor – very relevant to today’s visit, isn’t that a funny coincidence?” he laughed at his own non-joke.  His spark was pulsing faster, the little mech was nervous.  Why would he be nervous?

“Do you think you could tell Lord Megatron to say, give up on Menasor?”

“Negative.”  There was no pause to think the question over.  Megatron would not give up Menasor.  Not with Superion still on the loose, not when he needed a boon of his own so badly. 

It seemed that even the flat out denial wasn’t enough to convince Knock Out, however.  He continued on, finding the courage for a more brazen request.  “Surely you can see just what a bad idea this is?  Menasor is unstable – there’s no fixing that.  All you’re going to do is send five mechs out onto the battlefield to be a big, slow-moving target.  These mechs aren’t invincible, I don’t care what the rest of you think!  And you’re gonna get them all killed!  Please, Soundwave, knock some sense into bucket-head’s head!  Dismiss Menasor!  This is a terrible plan.”

Soundwave couldn’t help but get the feeling that Knock Out had a personal stake in this request.  He wasn’t one to care about strategy or the stupid things that Megatron insisted on investing in.  There was a certain mech on the team that he didn’t want dead.  Dead End, perhaps?  Had they met during the recoding process?  Bonded over a mutual love of flashy paint jobs and looking good? 

It didn’t matter.  There was no changing Megatron’s mind once it was made up.  Soundwave didn’t bother repeating his refusal.  Instead, he turned on his heel, and left the medbay, leaving the poor, upset little medic behind him to stew in his rejection.

~~~

The war effort was looking poor, and Menasor remained a mess that was being slowly rectified.  Those issues were enough to deal with, without the added annoyance of Starscream sticking his olfactory sensors in places they didn’t belong.

It wasn’t enough that he shared Megatron’s berth; he wanted  _all_  of Megatron for himself.  A feat that was a little hard when Soundwave, at the very least, held his spark.  True to his word, Megatron never tried to again make a move on Soundwave, even when they were alone together in his quarters, even when the hot hiss of desire wafted from Megatron’s vents, even when he stepped closer, allowed their energy fields to brush.  But he always pulled back, found his control.  His relationship with Soundwave was too valuable to throw away again.

But Starscream didn’t believe it.  Starscream was convinced that Soundwave was trying to sabotage him, because when it came to Starscream, everything was about  _him_.  He tried to start rumors, whispered doubts into Megatron’s audial, ‘ _Doesn’t Soundwave look_ nice _today?’ ‘Don’t you just want to eat him up?’ ‘Go on, Master, take what’s yours.  You_ know  _he wants it.’_ And though Megatron, wonderful, saintly figure that he was, refused to rise to the bait, and though Starscream’s words did little more than damage his  _own_ relationship with Megatron, Soundwave worried.  Megatron wasn’t a mech known for his restraint.  What if one day he  _did_  decide to trust Starscream’s word over what he knew about Soundwave?  What then?

And if it was to happen, it would be soon.

Megatron was more stressed than ever.  He hadn’t returned to demolishing the Underground yet, but his nightmares had come back in full-force, and the words he once shared with Soundwave had begun to disappear.  Megatron was retreating into himself, losing himself to his own thoughts, to the onset of madness.

Soundwave forced himself away from his monitor, strode across the room to Megatron’s throne, reached out, offering a reaffirming touch, a comforting EM field. 

_You are not alone_.

But Megatron had only stared at the slim fingers lying on his arm, as though they were a parasite.  “Get back to work, Soundwave.”

This wasn’t good.

~~~

Megatron was a warrior.  Megatron was a revolutionary.  Megatron was a romantic and a poet.  Megatron was trapped in Kaon, forcibly separated from the action on the frontlines for his own safety, unable to claim the glory of leading his troops into battle.  Unable to fight.  Unable to do anything but sit in his throne and listen to tales of failure after failure.  Stanix had been lost, Lieutenant Needlenose had been killed.  They needed a victory, and they needed one soon.  Before Megatron did something supremely foolish.

In the meantime, Soundwave had come up with a way to get Megatron’s mind off of the losing war.  The Stunticons had made incredible strides in their training with Soundwave. The last time they’d formed Menasor, they’d held it for an hour without once going berserk.  Soundwave wanted to test his control in the heat of battle.  As a bonus, it would give Megatron something to fight.

The battle was quick.  Megatron was the champion of the arena, a skilled fighter, resourceful, stubborn, but even  _he_  couldn’t compete with Menasor’s sheer size and strength. The battle had ended when, after misstepping on a dodge, Menasor was able to get a hand around Megatron’s frame, lifting him from the ground, and pinning his arms to his sides.  It was an embarrassing defeat, and Megatron was not pleased, despite the ultimate success.  They had a second functional combiner now, after thirty years!  He should have been thrilled.

Instead, once he’d yielded, once he’d dismissed the ominously cheerful Stunticons, once it was just Soundwave and Megatron alone in the arena, he made his move.

“Fight me,” he said, standing close enough that Soundwave could feel the air from his vents.

Soundwave withdrew, tilting his head, confused.  Megatron’s frame was overheated and heaving, his spark was racing with a barely-contained fury.  He wanted blood, and Soundwave had the misfortune of being the closest mech.  He wasn’t fast enough to dodge Megatron’s hand snapping out, wrapping itself around the narrow edge of his wing, squeezing in an effort to dent the unyielding metal.

“I only feel alive when I’m fighting you,” he growled, his words mad.  “You understand.  What it’s like.  The fire that burns inside of me also burns inside of you.”  He pulled Soundwave closer, trapping him in an embrace that Soundwave struggled against.  This was a dangerous position to be in, even more so, as he could feel sharp claws digging into his protoform, leaving tiny gashes in their wake.  But the words weren’t exactly wrong.  Even now, he felt the fire in the pit of his tanks, urging him to fight Megatron off.  His cables deployed.

“You’re a fighter – the only one to ever match me!   I want that again.  I want to feel alive again!  None of these tricks nor abominations, just two mechs, locked in mortal combat, dancing the dance of death and life.  Well, Soundwave?”

Soundwave’s cables were positioned behind Megatron’s back, ready to dig in, ready to electrocute him, to make him fall to his knees.  He wanted this too, Megatron was right.  He missed the arena, he missed fighting for his life, he missed the action and the danger that a life jacked into a terminal in the command room could not provide. 

But he couldn’t bring himself to strike.  That life was over.  The war was more important, staying alive and functional was more important.  His Symbionts were more important. He retracted his cables, knowing that denying Megatron was riskier than engaging him.

“Soundwave: will not fight.”

Megatron’s grip went slack.  He flung Soundwave away, who had to stumble to keep his footing.  “What?!”

“Soundwave: will not fight,” he said again.  “Not Megatron.”

“And why not, Soundwave?  You know we both want this!  I remember our last match – you’d just taken your new frame, I went easy on you, but I’d never felt you so alive – not since our first!  You’re a  _warrior,_  Soundwave!  That’s why I love you.  You are a  _warrior,_ even though you were never meant to be.”

Soundwave paused.  Why were Megatron’s words so powerful, even when lost in madness and despair?  ‘I love you.’  He’d said it, and he’d meant it; that much Soundwave knew. And Primus, it was so hard not to engage, to reach out with his data cables, to rip his leader apart, to be close to him again.  For Megatron, it seemed that combat and desire were two sides of the same coin – he loved those who fought well, whether physically or in word and deed.  That was the one way Soundwave could have him.

He could have had him.

{{ I don’t suppose you have other candidates in mind for a Combiner, }} Shockwave’s voice said, giving Megatron pause.  It was clear he had expected a clearer answer from Soundwave.

{{ I do, }} Onslaught’s voice answered.

“What is this, Soundwave?”

“Onslaught: undermines you.  Onslaught: works behind your back – schemes with Shockwave.  Megatron: wants to fight.  Megatron: restless.  Megatron: angry.  Suggestion: Megatron takes anger out on Onslaught.”

It took a moment for the words to sink in, but once there, the fight drained right out of Megatron’s frame, leaving him slumped, defeated.  He stepped closer, and Soundwave made no move to retreat.  The danger had passed.  And yet, he was surprised when Megatron grabbed his chin, tilted his head up, until he was staring into Megatron’s burning eyes.  If the near battle hadn’t awoken his spark’s need for bloodshed, those eyes would have.

“Why do you fight so hard to deny what we both know you want?”  Before Soundwave could think of a reply, Megatron made his own retreat, leaving Soundwave all alone in the coliseum to calm his own racing spark, to ponder those insightful words.  Even  _he_  didn’t know the answer to that question.

~~~

Soundwave was not entirely surprised to see Onslaught at the next War Council meeting, though he wished he could have been.  He’d known Megatron wouldn’t take his advice – not after  _that_  parting, but he couldn’t help but wish that he had.  Onslaught was bad news – a decent strategist, but too ambitious to be worth the risk.  He needed to go.

But Onslaught and his little gang’s continued presence in the War Council was not the most distressing thing about this 426th meeting.

“My allies, companions, friends,” said Megatron, rising from his seat to interrupt a report from Crucible about the goings on in Helex.  “I grow weary of these losses.  Our men our starving, our mines are emptying, our morale is lower than ever.  We need a decisive victory.”

“Yes, Megatron,” said Onslaught.  “We  _know_  this.  We’ve been saying this for years.”

“Yes, Onslaught,” Megatron replied, unphased.  “But this time, we will get it.  This time, we’re taking Nyon.”

A stunned silence fell over the room at the declaration.  This was foolishness!  It was better to take Stanix or Hydrax – places they’d once held – easier to defend, less desirable, less bloody.  Megatron had lost his mind.

“You can’t be serious!” Onslaught laughed.  “You think that just because Menasor’s working after a decade of twiddling our thumbs, that we’ll be able to make a dent in the Autobots’ defenses at Nyon?  We’ve been trying to capture that city since the day we started fighting, and still, it remains in the Autobots’ hands.  Why should this time be any different?”

“Because this time,  _I_  will be leading the charge.  Personally.”

 


	21. At Long Last

**Summary for the Chapter:**

> Megatron prepares to lead an attack on Nyon, against the better judgment of his advisers.

**Notes for the Chapter:**

> So, err, looks like this went back up to explicit. Whoops >

“You can’t be serious!”  Starscream was decrying again, to the surprise of no one.  In fact, the only  _real_  surprise was that he beat Onslaught to it, if only because Onslaught had more to say.

“Are you joking right now?  You are the leader of this movement.  Do you know how foolish it is to send you out to the front lines?  You’re needed back here to make the decisions, not out there dying like a common foot soldier.  I don’t care if you were the ‘king of the coliseum’ or the best fighter on Cybertron – this is full-scale war – not some measly, inconsequential one-on-one match!  You have no idea what you’re in for, you complete idiot!”

“Are you saying I have no idea what real battle is like?” Megatron sneered.

“I am!” Onslaught snapped.  “You’re a child – a useless  _protoform_!  You fantasize about glory and power – none of that matters!  I fought the Quintessons, I know what it’s like! Pit, that impeccable charisma of yours is the only reason you’re allowed to call the shots.  You may as well just be a figurehead.  But figurehead or no, losing you will do irreparable damage to our morale – I can’t allow this.”

“You speak as if you have a choice in the matter, Onslaught.”

“Master, I have to agree.  It is too dangerous to lead the charge yourself.  If you were to fall –”

“Then you, as my second-in-command, will replace me, Starscream.”

 _That_  was enough to shut Starscream up.  He fluttered his wings, excited at the prospect, despite himself.  “ _I_  would?”

Of course, Onslaught had something to say about  _that_  as well.  “You’re insane!  Starscream is a diplomat – he barely has any military experience at all.  He has only slightly more business running an army than you do!”

“ _Excuse_ me?!  This is our great and powerful  _Lord Megatron_  you’re speaking to!  You  _will_  show respect!”  Oh how Starscream was quick to Megatron’s defense when his own power was on the line.

“A second-in-command shouldn’t be chosen based on who the leader happens to be sharing a berth with!  This whole war is a joke – a joke that is destroying our planet!”

“Then leave!” Starscream snapped, but that was where Megatron drew the line.

“Do not presume to speak for me, Starscream,” he stepped into the center of the arena, gesturing broadly towards the cluster of Combaticons in the ranks.  “Onslaught, and his friends, make up a very important part of this War Council.  Of course their opinions are valued.”

For once, Onslaught was speechless.  He narrowed his eyes, suspicious.

Personnel representative, Brawl, however, had something to say.  “Err, our opinion is that this is a bad idea, Sir!”

“Hmm, so I’d gathered.”  Megatron nodded, gravely.  “And I’ll assume the five of you are in agreement on this matter.  But you are still only five mechs in a council of twenty.”  He gestured broadly to the surrounding mechs.  “Brothers, speak your say.  If the majority determines this to be a poor idea, then I will not go.”  He said that, but there was a knowing steadiness in his spark – as far as Megatron was concerned, this was all for show.

“Lord Megatron is undefeatable!  He will lead us to a much-needed victory in Nyon!” said Lugnut, forever Megatron’s most fanatical follower.

“The battle will be a grand one!  Let the Autobots burn!  Pit, I’ll come too!”  Blitzwing laughed.

“I’m with Blitzwing on this,” said Astrotrain.  He always voted with Blitzwing. 

“We too, trust in the judgement of Lord Megatron,” said Skyquake, speaking for his trine.  There may have been three representatives from Vos, but they still only received one vote.

“My,” said Megatron, “It looks like we’ve matched your numbers already.  Come on, the rest of you, speak up.  Don’t be shy.  Should I lead our mechs to battle in Nyon?”

“I’m inclined to agree with Onslaught on this,” said Hook.  “This is simply too much of a risk.”

“Same,” Scorponok, the new representative of Stanix, added.  “A leader needs a strong force of personality, and no one can match Lord Megatron when it comes to personality.  He is irreplaceable.”

“Lord Megatron is a leader that cares!  He’ll be out there, fighting alongside his own men!” Deadlock reasoned.  “How’s  _that_  for personality!  Lord Megatron will be a leader worth fighting for in the eyes of the troops!”

Shockwave, Crucible, and Scissorsaw (representative of Protihex), all wound up agreeing with Megatron’s decision to lead, while Demolisher (of Kalis) and Tidal Wave of (Hydrax) denied.  However, this left the Council with a problem.

“Well,” laughed Megatron, “what an unexpected development.  It seems we have nine for and nine against.  As the vote is on my proposition, I will refrain from casting my own. But this leaves us with one undecided.  Tell me, Soundwave,” he made a grand about face to gaze up at Soundwave, still standing faithfully to the left of his throne, watching the proceedings in silence, as always.  “What do  _you_  think I should do?”

Across the room, Onslaught groaned, already anticipating Soundwave’s answer.

But Soundwave didn’t know what that answer would be.  He hadn’t assumed his opinion would matter; it never did.  Megatron did what he wanted, and right now, he wanted to ride off into a dangerous battle, putting himself, and the revolution as a whole at risk.  It was a stupid idea, and Soundwave hated it.

But on the other hand, Megatron needed this, and he needed it badly.  He was not the type of mech who could ever be content with giving orders from behind the curtain.  He _needed_  to be in on the action; it was what sustained him.  Right now, Megatron was slowly losing his mind, stuck on a base in Kaon.  At the current rate, he would drive himself to madness, and then he really  _would_  start making the kind of calls that could doom the Decepticons. 

{{ Lord Megatron is undefeatable!  He will lead us to a much-needed victory in Nyon, }} he said in Lugnut’s voice.  At the decision, the room split into a mix of cheers and disappointed groans. 

“Doesn’t seem to me like slavering henchmen should get a vote,” Onslaught muttered.  It was perhaps for the best that Megatron didn’t hear him.

“My brothers, democracy has spoken.  It is time for the leader of the movement to prove he’s worth following, as Deadlock so poetically put it.  I shall be in contact with Bludgeon to arrange our arrival within the week.  Starscream shall remain here and assume command, should anything go wrong.  Anyone else is free to join me.  Are there any further concerns?”

No one spoke, though Onslaught looked very much like he would like to.

“Then this 426th meeting of the War Council is adjourned.”

 ‘Free to join’ was what he’d said.  And he’d probably meant it, at least in regards to most mechs, but once the others had dispersed, and Megatron and Soundwave were alone, the mood changed.  Megatron stepped closer, his demeanor quiet, intense.  A heavy arm reached out, grasped Soundwave’s shoulder, clawtips digging into the solid metal, if only just.  But though the gesture clearly had meaning behind it, Soundwave couldn’t quite determine what that meaning was.  He turned his gaze upward, fixing his quizzical, empty stare on Megatron.

“You should come too,” he said, attention focused straight ahead, somewhere off in the distance.  He didn’t linger after that.  In fact, it seemed as though he was retreating – his spark flickered, his pulse rushed.  What was it he was afraid of? 

~~~

The following weeks were a flurry of excitement so hectic, it was difficult to keep track of just what was happening.  Megatron had opened the option to join in the operation to the entire base, and thousands of mechs were heeding the call.  There were plenty of preparations to be made in the meanwhile.  Two supplemental ground bridges had to be added to the network in order to transport so many troops at once, and that was to say nothing of making sure the reserves were properly armed, supplied, fed, and kept.  Kaon was bustling with activity, so much so, that it would have been easy for a single mech with subversive inclinations to go unnoticed.

Onslaught, for instance, had remained distressingly silent in the face of it all, particularly for how hard he’d fought to keep Megatron in his place.  He wasn’t around Kaon much these days, and his teammates were equally scarce, a fact which filled Soundwave with a looming sense of dread.  Dissension in the ranks was the last thing they needed to worry about right now.  Soundwave had enough on his mind as it was.

“You should go.”  Soundwave nearly jumped as Rumble’s voice pulled him away from security footage of Menasor’s current battle clearance check which was being conducted by Acting Medical Officer, Knock Out, and more importantly, Chief Personnel Officer, Brawl.  A Combaticon on base was getting to be a rare sight these days, and one worth paying attention to when the opportunity arose.  But suspicions aside, Soundwave’s role in the Stunticons’ training gave him a personal stake in his evaluation, and so far, he was performing admirably.  The lumbering combiner followed every command to the letter, even when it came time to disassemble himself to his components.

“I know you don’t think it’s a good idea,” Rumble continued, when Soundwave failed to pay him attention, “but I think it’ll be good for you.”  Maybe, but Rumble had never exactly been known for his good ideas.  Let Ravage or Buzzsaw suggest it, and he might listen.  Alas, the two remained blissfully silent.

That didn’t stop Rumble from pressing, however.  “Come  _on_  boss!  Sitting in front of a screen all day ain’t you!  Megs’s got that right at least.  You should be out there fighting! Don’t you remember how much fun we had in Vos?”

Soundwave remembered almost  _dying_  in Vos.  He remembered almost losing  _Ravage_  in Vos.  He couldn’t quite recall enjoying the experience.

“Arrgh,” Rumble groaned, throwing his hands in the air.  “Why do you gotta be so stubborn?!  Come on, guys, back me up!”

“If you wanna go die needlessly, then go ahead,” Ravage chastised, popping out of his bed, “but don’t assume the rest of us want to.”

“Actually, I kinda  _do_.”  Buzzsaw popped out next, and Laserbeak followed, both perching on either side of Soundwave’s desk.  Laserbeak fluttered his wings happily in response. “Well, not die that is, but y’know, go to Nyon.”

“You can’t be serious,” groaned Ravage.

“You’re just mad ‘cause you almost died last time.  But Beaky and I?  We got to play hero!  I can see why you guys like it so much.”  He nodded to Rumble and Soundwave.

Soundwave finally turned away from Knock Out’s medical inspection of the Stunticons to pay attention.  Buzzsaw wasn’t as cautious as Ravage, but he usually had a good head on his shoulders.  It was worth giving him a listen.

“Onslaught is right, though,” Ravage growled.  “The boss is too important to lose!  Megatron shouldn’t be out there either, but there’s no stopping him.  He’s gonna do what he’s gonna do.  But there’s  _no_  reason for the boss to go, other than to make Megs happy.”  He turned a pointed glare on Soundwave.  “And that’s not a good enough reason, Boss.  You wanna make someone happy?  Share some fuel with them.  Be a shoulder to cry on.  Whatever!  But don’t put your life on the line for a mech that’s already halfway to insanity! He doesn’t care about you, Boss – not the way you want him to.  Please don’t be so reckless.”

He’d forgotten how much of a downer Ravage could be.  He was smart, and he was brutally honest.  And Soundwave, really didn’t want to hear it right now, even if it  _was_  true.

“Oh, come on,” Buzzsaw snapped, fluttering down to land on Ravage’s head, much to the latter’s annoyance.  “We’ve been fighting this war for what?  Thirty years now?  And we’ve still made barely any ground – and the Autobots have barely made any ground.  This stalemate’s gonna go on forever, or at least until we drain the planet dry of every last drop of energon!  What’s the point of prolonging the inevitable?  Let’s go in there, guns blazing, all or nothing!  You can’t get anything if you don’t risk nothin’.”

Ravage batted the pesky bird out of his face, and slunk away, towards the recharge slab.  But he paused before disappearing beneath it, offering Soundwave one final word of warning.  “I can’t stop you from doing what you want, but remember what happened the last time you dove in too fast, the last time you listened to Rumble over me.”

And that was crossing one line too many.  Soundwave’s fists clenched against his table, and he expelled his Symbionts, commanding them to leave the room, to leave him in peace. 

“Boss –” a burst of laser-guided ire down the bond was enough to shut Rumble up before he could say anything more.  The four little mechs scurried from the room, not wanting to upset Soundwave further.

Ravage was right, of course.  There was no reason for Soundwave to be out on the battlefield.  If he died, it would be an irreparable blow to the Decepticons.  But Buzzsaw had some good points too, and even Rumble wasn’t wrong.  Soundwave was a warrior.  Soundwave wanted to fight.  Megatron loved him for it . . .

He dispelled the thought.  If there was one thing he and Ravage could completely agree on, it was the dangerous state of Megatron’s mind.  It was pointless to put too much stock into the things he said.  He’d change his mind again the next time it suited him, after all.

But they were still days away from the operation.  He didn’t have to decide now.  In fact, his plan was to keep the whole thing far from his mind until he couldn’t put it off any longer.  He liked to think that he worked best under pressure.

In the meantime, it was back to the monitor, where the Stunticons, having passed inspection, had just been cleared for Operation: Charge on Nyon.  Some were taking the news better than others.  Motormaster was beaming with pride, Wildrider was hooting and hollering, slapping each of his teammates on the back, Dead End appeared about as passive as ever, Dragstrip seemed to be hiding the fact that he was on his comm with . . . a quick look at the frequency told him it was Knock Out.  Strange.  And then there was Breakdown.

The poor mech had fallen to his knees, looking for all the world as though he’d just been told he had a terminal case of Cosmic Rust.

“We’re gonna die!  We’re all gonna die out there!  We can’t go!”  He was shaking, practically sobbing.  Soundwave couldn’t figure out how such a poor excuse for a soldier had been cleared for active combat; perhaps he should bring this up with Brawl . . . On the other hand, Soundwave trusted the personnel officer no farther than he could throw him. Brawl was in tight with Onslaught; perhaps his approval of Menasor was a scheme in and of itself?

Motormaster had the pathetic mech back up on his feet in a second, whipping him back into shape with all the force and lack-of-finesse he was known for.  It made Soundwave pity the poor creature even more.  But what was he going to do?  It was a hard world out there – a weak mech like Breakdown wouldn’t last long.  What was the point in stepping in?  And besides, Brawl had already approved him.  Megatron wasn’t going to let his shiny new toy sit on the sidelines for the most important battle of his life.  There was nothing Soundwave could do, even if he’d wanted to.

Well, maybe there was one thing.

 _“Man, now that loser’s crying on and on like a fresh-sparked protoform!  I can’t tell you how awful it is having to let that sorry excuse for a bucket of bolts into my head.  Ugh, kill me.”_ Soundwave found it to be quite a miracle that Menasor functioned at all, when Dragstrip held such disdain for his teammate.

 _“He does seem a little . . ._ pathetic _for a warrior,”_ Knock Out agreed from the other end of the comm.   _“I can’t understand why Brawl cleared him for the life of me.  And that's to say nothing of that amped-up, heavy class engine he's got running in a_ Speedster  _frame.  You’d have thought I had a second head or something – the way Motormaster reacted when I suggested a frame upgrade.”_

 _“Well_ yeah _,”_ Dragstrip protested.   _“How effective are we gonna be if we got two legs that aren’t the same size?  And don’t get me started on how hideous we’d look.  Man, why can’t we just trade him for_ you _?  Nobody likes him.”_

Knock Out scoffed at the very notion.  “ _Like I’d allow any of_ your _lot in my head.  No thanks.  I’m perfectly content to be playing with crankshafts and fuel pumps all day.”_

 _“And racing at night, right?”_ Dragstrip gave a flirty laugh.  “ _Tonight, district two.  Say, the 18th cycle? . . .  Wait, why is Motormaster looking at me like that?”_

Indeed, Motormaster was seething, and then Motormaster was charging, and Dragstrip, for all his speed, couldn’t quite get away fast enough.  “Is that what you  _really_  think, Dragstrip?  Looks like you could use a little lesson in teamwork.  Tonight.  The 18th cycle.  I know you have nothing else planned.”  Nothing quite like patching a third mech into a private conversation for a little bit of karmic justice.  Soundwave had never liked Dragstrip anyway.

But with the drama squared away, there was nothing left for Soundwave to do but get back to work, and try his hardest to pretend that there wasn’t a major decision looming over his head.

~~~

_“Meet me at the Coliseum – Dixosol, the 20th cycle exactly.  There’s something you need to see.”_

Ravage had come back in early that morning carrying the tiny datapad bearing this message.  Apparently he’d found it on the front step.  It was an odd way to send a message, when everyone on base had access to his comm frequency.  Who would have bothered first, composing the message on the nearly obsolete little device, and second, not even having the decency to give it to him in person?  Someone was being very obtuse, and it was annoying.  Now Soundwave had a puzzle to solve in addition to putting off difficult decisions.

Not that it was much of a puzzle.

Dixosol had always been a very special night at the coliseum.  It was the night that Megatronus preferred to fight.

And indeed, when he arrived at the given time, he was greeted by the all-too-familiar sight of Megatron in the ring, fighting for his life.  Only this time, the battle was one on five. Megatron vs. the Combaticons.

By the time Soundwave took his vigil in what had, so long ago, been the gladiator boxes, Blast Off was already a smoking heap on the ground, and Swindle, sans one arm, was curled up in a shivering, shell-shocked ball at his side.  Brawl was still in the fight, though his turret had been crumpled beyond use, and Onslaught was more or less undamaged. The two slowly circled the battered, bleeding warrior between them, though neither was bold enough to move.

Megatron had Vortex by the throat, dangling the tiny, struggling copter several feet from the ground, making sure to keep his living shield between himself and Onslaught’s still very-much active guns.

“I didn’t know you were so soft, Onslaught,” Megatron sneered, daring the mech to come closer.

“And I didn’t know you were so  _weak_!” was Onslaught’s retort.  Megatron had always been bad about rising to taunts, but it had never been because he was weak-willed.  Jeers meant to goad him into recklessness were always thrown back in the face of their maker; Megatron was powerful enough to defend his name and destroy his opponent at the same time.  Soundwave found it admirable, if not a bit terrifying.

There was a heavy crunch as the rotary’s throat shattered in Megatron’s grip, leaving the poor thing choking and sputtering on his own gushing energon.  Megatron took the moment of surprise to throw his victim full-force into Onslaught, then spin on his heel with an impossible grace, to bowl over Brawl.

Despite his heavy build, the tank was knocked right off his feet, and Megatron was quick to grab the off-balance mech, and put him between himself and the two anti-aerial missiles flying his way.  Brawl let out a scream of terror and pain as his frame was ripped in two – as he was sent flying across the ring, taking Megatron with him.

But mighty, glorious Megatron, even while flying through the air, was already planning his next strike.  His fusion cannon buzzed to life on his arm, glowing pink with the intense, concentrated energy.  The moment his feet were on the ground, he fired, clipping Onslaught’s shoulder, and putting a hole in the coliseum wall.  Onslaught collapsed to the ground, yowling, and clutching at the half-disintegrated limb left in the wake of the blast. 

That was when Megatron charged in.

He gripped each of Onslaught’s twin turrets in hand, squeezing until they collapsed, releasing one more delicious cry of agony into the air.  Still, Megatron did not let go.  He sneered down at his victim, who struggled and pleaded.

“Please, Lord Megatron!  No more!”

“You thought I wouldn’t find out, Onslaught?  How you’ve betrayed me?  How you’ve sought to undermine me?  How you’ve been working behind my back?”

“I’m sorry, My Lord!  It won’t happen again!  I swear it!”

Megatron wrenched Onslaught in his hold, forcing the mech’s back to arch at an agonizing angle, lest it break.  “You became a gestalt unit without my permission, and worked to prevent me from discovering your treacherous scheming.  Why, if  _Shockwave_  were not half so loyal, who knows what would have happened?” 

Onslaught was a gestalt?  It wasn’t so surprising.  The conversation Soundwave had overheard between him and Shockwave had implied he was at least considering the possibility.  The fact that it had happened so quickly wasn’t even so strange.  The Combaticons certainly were a more cohesive unit than Motormaster and his gang.  Really, the only thing about this scenario that Soundwave had trouble grasping, was the fact that  _Shockwave_  had been the one to come clean.  What had caused  _that_  turn of events?

“We can help, Sir!  You  _need_  combiners!  You  _need_  to take down Superion.  Menasor won’t be enough for that!  We can help!”

Megatron flung the struggling mess of a mech to the ground, placing a foot into the small of his back, pinning him to the floor.  “Can you now?  And how do I know you won’t try to  _betray_  me?”

“I –” 

“Well Onslaught?” He ground in his heel, causing the mech beneath him to squirm uncomfortably.  “I’m waiting.  Last time you gave me your word, but that clearly wasn’t enough.”

“I – slave coding!”

Megatron leapt backward, as though bitten, giving Onslaught the room to crawl up onto his knees.  “What?!”

“Shockwave’s been dabbling in it.  You can force a mech’s loyalty to a single mind.  Plant it in me and my team, and we cannot disobey you!”

This was a disgusting display; why did Megatron want Soundwave to see this?  Was Onslaught really so terrified of dying that he’d sacrifice the free will of himself and his closest allies in order to stay alive a little longer?  There was no way Megatron would agree to such a thing!

“Very well.”  Evidently Soundwave was wrong.  “I’ll speak to Shockwave on your behalf.  After all, it would be a shame to throw away such a rare treasure as an allegedly-functioning combiner.  Besides, I’m rather fond of my officer of finance.  Swindle!” he snapped, causing the tiny mech in question to bolt to his feet, trembling in terror.

“Y-yes sir!”

“Help Onslaught clean this mess up.  I want the lot of you to report to Hook.  Get yourselves fixed up, then stand by for my command.  Is that understood?”

“Yes Sir!” they both barked in unison.

In the end, Megatron had to help load three unconscious, critically-injured Combaticons into Onslaught’s truck bed, to send off to Hook’s expert care.  It was a miracle none of them had died.  It was a miracle Megatron had taken on five mechs at once and come out victorious.

No.

That was the power of Megatron.  He was a pain in the aft – violent, temperamental, and not entirely sane, but his sheer, raw power was mesmerizing.  The way he fought – the effortless strategy, graceful movements, the strength and precision behind every assault – Soundwave wanted more, he wanted to see more, he wanted to feel more.  He  _missed_ this!  He missed the arena, he missed the action, he missed it all.

But who said it was gone?

His body seemed to move on its own, pulling him towards Megatron, pulling him towards the blood-stained ring.  He hoisted himself up onto the railing and leapt into the arena, landing hard on his feet.  He reveled in the moment of pain. 

“Soundwave,” Megatron greeted, a knowing grin on his lips.  “Is there something you want to say?”

All Soundwave could do was nod.

“What, I wonder?” he began to pace, arms deceptively folded behind his back.  But he couldn’t hide the bloodlust still pounding in his spark – not from Soundwave.  “Do you want to tell me I’m a fool for attacking my own allies?  Do you want to tell me that my punishment was too severe?  That I’ve lost my way?  Do you want to punish me – punish the monster I’ve become?”

Soundwave considered that for a moment.  The words were more self-aware than he’d expected for Megatron.  Soundwave hated seeing the dark side of Megatron – the side that was petty, brutal – the very thing that the Autobots said he was.  That wasn’t the real Megatron!  Nobody else understood – nobody else saw the real mech beneath! Determined, proud, sensitive and clever.  It would be a stretch to call him ‘gentle,’ but Megatron was not so far divorced from the image as he would have liked to believe.  Or perhaps it was  _Soundwave_  who had been wrong?  Sinning was one thing, but doing it knowingly, willfully, embracing it?

Soundwave nodded again.

“Soundwave,” he twisted on his heel, frame all at once facing Soundwave full-on, stance wide and ready.  “I was hoping you’d say that.” 

Megatron lunged, taking the first move, as always.  Soundwave appreciated the courtesy, even as he dodged the blow, floating on air to get more distance between the two of them.  But Megatron was quicker to close it.  Soundwave was forced to throw up an arm to block a heavy punch, thankful that Shockwave had seen fit to reinforce the limb.  The blow easily would have crumpled those narrow wings otherwise.

From there, it was the old dance – Megatron throwing blows, Soundwave dodging around, slicing out with an arm every now and then, when he felt he could risk it.  Megatron was still weak from his previous battle – his movements were sluggish, easier to anticipate.  But he was no less of a challenge for it.

Soundwave got a cable around his right arm, digging the wire tips into his elbow to release the first jolt of electricity.  He should have known it wouldn’t be enough.

Megatron flung himself forward, closer to Soundwave.  He managed to shrug off the agony just long enough to grab hold of a jagged corner on Soundwave’s chest plate and pull.  The metal buckled easily, leaving a burst of pained static flying from Soundwave’s audio transmitters.  His second cable joined the first, this time digging into the base of Megatron’s neck to deal the damage.  Even  _he_  wasn’t strong enough to withstand an assault of that nature.  He stumbled forward.

The moment seemed to pass in slow motion.

Soundwave had plenty of time.  The smart thing would have been to release his hold and leap out of the way, or even add a little extra slack to his cables.  Anything to prevent a repeat of their first battle.  But as Megatron fell, Soundwave couldn’t help but notice a tiny voice in the back of his head, soft but persuasive, forcing itself to the forefront of his conscious thought.

_Don’t move._

Soundwave hit the ground hard, cables flopping helplessly to the side, and plating screeching loudly in protest as he was pinned beneath all twenty-five tons of Megatron.  It hurt. He was more protoform now than ever – lighter, thinner.  Megatron’s ungraceful fall was crushing the life out of him; he could have screamed.  But he forced the pain away.  He was not going to let his new frame betray him.  He was not going to be  _weak_  just because he was small!

Megatron regained control over his faculties a little after Soundwave did, and was nice enough to crawl up onto his hands and knees for better leverage, removing most of the weight from Soundwave’s frame in the process.  One cable shot out to wrap itself around a hand to prevent it from ripping his chest plate any further.  Megatron anticipated that its partner would do the same, and caught it en route, giving the sensitive limb a vicious squeeze.  Soundwave shuddered weakly, trying his best to ignore the encroaching nausea in his tanks.

Above him, Megatron’s teeth flashed a wicked gleam, his eyes blazed with the fire of battle.  It was difficult to tell how serious he wanted this fight to be.  Soundwave’s head told him that Megatron would never seriously hurt him – not again, but listening to the sounds of the mech’s body, the rush of energon, the wild spark, tensing pistons and shivering joints – it was hard to be so sure.

But my, didn’t this position look familiar?

{{ Please, keep doing that right there.  It feels so  _good!_   }}

Megatron froze.  The promise of violence on his face, in his frame, evaporated all at once.  In its place, there was shock, there was fear, and then, acceptance.  He smiled, the gentle expression at odds with the energon dripping down his helm, splattering Soundwave’s visor with its vivid blue.

“Is that really what you want, Soundwave?”

Was it?  Yes.  Yes, it was.  It was easy to let his thoughts, his fears and reservations and dread cloud his judgment when left to his own devices, but here, in the midst of battle – where energon rushed through fuel lines, where sparks roared like wildfire, where the rest of the world could disappear, leaving only two partners, fighting for their lives – none of that seemed to matter.  There was only Soundwave, and Megatron, and the all-encompassing heat that danced between their frames.

Soundwave nodded one more time.

“Well, then who am I to deny you?”

His mouth was at Soundwave's throat in an instant, sharp teeth digging into the fuel lines, while his free hand released Soundwave's cable to instead roam his frame.  His other was soon free to join it as Soundwave's second cable fell slack. 

The world had faded to grey around Soundwave, too far-gone to process any of it.  What was he doing?  He was lying here, on the filthy floor of the arena, his entire reason for being on top of him, pressing him deeper into the ground, claws sliding up and down his protoform, tracing the patterns of his biolights, and Soundwave – reserved and dignified and cautious, was allowing it, enjoying it.  His body arched into every touch, his cables hung limply in the air, their tendrils only just brushing Megatron's frame, he even managed to get his lanky arms into a position that nearly resembled an embrace. 

His mind was spinning, the wild thrum of his spark, the only thing he could hear.  His senses had been lost to him, replaced by physical sensation alone, and for once in his life, he wasn't afraid, even as those roving hands crept lower, made their way between his thighs, stroked a path along his closed panels.

It was enough to send them flying open, exposed to the world for the first time, and Primus!  That was Megatron's claw burying itself inside him!  He'd never imagined anything could feel so good – how did this feel so good?!  His frame writhed, despite himself, which made Megatron pause in his ministrations.   _No!  Bad!  Come back!_

"You okay?"  It was a testament to how much he cared that he could find the time to worry over Soundwave, even while lost to his own lust.  But Soundwave didn't need pity.

A data cable wrapped itself around Megatron's wrist, forcing it to move once more.  It earned him a pulse of amusement, a chuckle.  A million miles away, the heavy hiss of a pressurizing spike reached his audials, and Primus, was this it?  What had he been so afraid of?  He  _wanted_  this!  He'd craved this!  For decades now!  And here it was!

Megatron's claws were gone, but they were quickly replaced by something far more substantial, pressing its thick head against Soundwave's entrance.  It felt too wide – he was sure Megatron could make it fit, but that didn't stop the nerves from plaguing him.   _Go away!  I need this!_

Strong claws grabbed at his hips, holding Soundwave's light frame steady, as that spike forced its way in.  It hurt.  Not the worst pain Soundwave had ever been in, but his valve was sensitive, had never felt stimulation at all before this.  Ragged bursts of air escaped his vents, and his tiny fingers clutched at any part of Megatron he could reach.  It seemed that this time, however, Megatron wouldn't be stopping.

He slid in, deeper and deeper, each inch another burst of agony that Soundwave fought against.  He was stronger than this – Megatron would not know how much pain it caused him, even though his shivering frame and uncontrollably squirming legs tried their hardest to betray him at every step. 

Soundwave hadn't expected Megatron to be able to fully sheathe himself, and yet he'd managed, his spike rubbing insistently at a dense cluster of nodes along Soundwave's back wall, sending a burst of static across his HUD.  And then, it was back out to repeat the process all over again.

The feeling was intense.  Soundwave had spent so long building up this moment in his mind, imagining what it would be like – to have it finally occur after thirty years of timidly denying Megatron's advances was a bit overwhelming.  He'd gotten his cables wrapped around Megatron's frame, in an effort at finding something to hold onto, something to ground him, but he'd pulled too tight, bringing Megatron back down on top of him.  He responded well, however, using the change in position to trace his tongue over the vents that framed Soundwave's helm, and adjusted his thrusts to accommodate the change.  In.  Out.  In.  Out.  They'd developed a rhythm, building a little more charge with every node Megatron brushed.  Already, Soundwave could feel something pooling deep within his tanks, reading to explode outward, if only given a bit more stimulation.

It wouldn't be long now.  He had Megatron, and Megatron would finally have  _him_  too.

“Master!”

 _No_!

Of course,  _of course_ , now that he wanted it – now that Megatron was here, on top of him, ready and willing and  _Primus_ , they were finally doing this, Starscream had to come along and ruin everything.

“Master, what are you doing?!  You can’t possibly mean to –”

_Go away, Starscream!  Let me have this!_

Megatron recovered from the initial surprise quickly enough.  Once he'd deemed that their intruder wasn't a threat, he seemed to decide that chasing his own pleasure was more important.  He slid back inside Soundwave, pushing a slow, steady rhythm, to contrast the frantic bloodlust of mere moments before.  

Despite the attention, however, Soundwave was now beginning to regret putting Starscream through this exact situation so many times in the past. 

Here he was, flat on his back, viewing Starscream upside down from his undignified position on the ground, while Megatron struck up a conversation like he wasn't there at all.  It was shameful, distasteful – he had never felt so disrespected by Megatron in his life!

“Starscream,” Megatron said, casually as though this were any other conversation.   “Why is it that whenever I find a moment to myself, one of you two has to come along and ruin it?”

Starscream sputtered, looking between the two of them with wild, frantic eyes.  “I – you – you call this a ‘moment to  _yourself_?!’  Look at you!  Down there!  Rolling around in the dirt!  With  _him_  of all mechs!”

“What do you want, Starscream?  I’m busy.”  There was a warning in his voice, which Starscream shuddered beneath.  Unlike Soundwave, Starscream feared Megatron’s wrath.

“We just got a call from Bludgeon.  The Autobots have jumped the gun and staged an assault on  _our_  forces in Nyon.  He requests our presence tonight, or there won’t be a Nyon left for you to conquer.”  Starscream faltered beneath the sustained growl emanating from Megatron’s engines.  His voice continued to rise in pitch, decrease in volume with each moment, until his words sounded a weak apology more than a dire command.  “You’re needed in the war room immediately?”

Megatron’s frame slumped, and he withdrew from Soundwave, forcing his pressurized spike back beneath its panel with a soft groan.  “Very well.”  He climbed to his feet, casting a painfully distant glance down at Soundwave.  “Clean yourself up and meet me in the war room in – let’s say two hours’ time.  That should be more than enough for you to repair yourself.

“Come Starscream, let’s go.”

And thus, Soundwave found himself left on the dirty floor of the coliseum, empty and shivering, and most importantly, alone.  He’d  _finally_  had it – finally had  _him_ , or so he’d thought.  

There was no  _having_  Megatron, was there?  He was a fool, whose mind had been clouded by the heat of battle, by lust.  And worse yet, even though his more sensible self had come back to mock him, Soundwave  _still_  wanted Megatron.  Why was he such a fool?

Two hours.  That was more than enough time.

He crawled to his knees, allowed his frame to slump over, onto the arena floor, and let his data cables finish the job that Megatron started – claim what should have been  _his_. 

Who was the pathetic one now?

~~~

There was quite a hustle and bustle at the Kaon ground bridge hub.  Some two thousand mechs, all volunteers, looking for glory, for honor, for bloodshed, had gathered around, ready to be transported through one of the three bridges, across several thousand miles of land, to the front lines in Nyon.

Soundwave saw the Stunticons, he saw Blitzwing and Astrotrain and Lugnut, he saw a small armada of Seekers (Starscream was absent from their ranks, but Skyquake’s trine was present).  Familiar faces all around him, and yet Megatron was absent.

There was no cause to worry – not yet.  He was most likely just in the medbay, getting some much-needed repairs before charging into battle.  Primus, this was still a terrible idea.

And yet, Soundwave was still here.  Ravage had chosen to forsake their lot, but Rumble and Buzzsaw and Laserbeak were all close, tiny sparks burning with the need to fight.  Soundwave was not so enthusiastic.  Truth be told, he was here because he was an idiot.

The only time that Megatron belonged to Soundwave – not Starscream, or Optimus Prime, or anyone else, was in the midst of battle.  It was the only thing that they alone shared.  And right now, that made it the most important thing in the universe.  Soundwave would fight because Megatron wanted him to, because it would make Megatron happy, because Megatron would be proud of him, and for one more fleeting second, he would forsake Starscream and be Soundwave’s once more.

Primus help him, he was a fool.  A love-struck fool.

Megatron arrived with little fanfare, an army of Constructicons at his heel.  Despite the beating his frame had taken earlier in the day, he moved with no difficulty – Soundwave couldn’t hear a piston out of place.  Though he gave no indication of his arrival, his size and presence alone were enough to part the crowds before him.  Soon, he was standing before the centermost ground bridge, addressing his followers at his feet.

“My brothers, my sisters – I thank you for your courage, for coming out today to fight for our cause, not only in deed, but in action.  For too long, we have sat a comfortable distance from the front lines, living our lives in Kaon as though there were no war at all.

“But it is time to end this willful ignorance – are we not becoming the very thing we’ve fought so long against?!  Hiding in the blissful sun is not – has never  _been_  the Decepticon way!  We are warriors!  We fought our way from beneath the heavy tread of oppression, clawed our way up from the Underground, up from Kaon, up, up, all the way to the Crystal City, until the Senate, until the  _Autobots_  could ignore us no longer! 

“It is time we honor our roots!  It is time we get back to where we belong!  We are a part of this fight!  Let us prove that to the Autobots.  Let us aid our brothers and sisters, who suffer day and night, year after year, holding our line in Nyon!  It is time, my Decepticons, to expel those Autobots from our land once and for all!  Tonight, we will.  Take.  Nyon!”

His proclamation was met with an army of cheers, two thousand voices raised in one cacophonous yell,  _Megatron!  Megatron!_ How like the coliseum this was.  Megatron was right in his element.

"We have set the bridges to Bludgeon’s outpost on the outskirts of a township in the outer rim of Nyon proper.  Last night, the township was ours.  This morning, it is the Autobots'.”

A chorus of ‘boos’ rang from the crowd.  Megatron waited patiently for them to finish before continuing.

“But it won’t be for long.  We are the back-up that Onslaught has requested. 

“Seekers, you will take the left wing, to unite with Bludgeon’s aerial forces.  Ground troops will take the right.  Command and gestalts, you are center.  We will rendezvous with our corresponding units on the other side, and receive our briefing.  The attack will be at sun down.  Come the dawn, Nyon will belong to us, once and for all!”

Another cheer erupted, and beneath Shockwave’s fingers, the three gates hummed to life, their beautiful green glow beckoning the Decepticons inward.  The crowd was wild, brandishing weapons in the air, raising fists, sparks screaming, voices raised, as though each individual bot was struggling to be heard above the rest.  It was deafening, terrifying.  Soundwave shouldn’t have been here.

A soft nuzzling at his cheek grounded him.  It was Laserbeak, his tiny cable locked to one of Soundwave’s vents, as though to say  _I’m here._   A wave of gratitude made its way through the bond, and before he knew it, Buzzsaw was mimicking the gesture on Soundwave’s other shoulder, and Rumble was reaching for his hand.  Somewhere far away, he could feel Ravage respond with his own pulse of reassurance.

_You’ve got this._

“Decepticons,” Megatron cried out, raising his own fist into the air, “Rise up, and move out!”  And then, he was leading the charge – thousands of feet storming across the floor like thunder.  Rumble was jostled away, his legs too short to keep up, while Laserbeak and Buzzsaw clung on to Soundwave for dear life.  Soundwave too, had no choice but to run, lest he be crushed in the frenzy.  And so, he trusted that Rumble was fine (the bond told him as much), and allowed himself to be carried with the crowd, through the ground bridge, and off to his first real battle.

 

 

**Notes for the Chapter:**

> Why do I write things past my bedtime. Good night.


	22. On the Battlefield

**Summary for the Chapter:**

> Soundwave finds himself caught up in his first full-scale battle. He hadn't expected this at all.

Onslaught was right; Megatron had not been quite prepared for this kind of combat.  He wasn’t completely out of his element, but there was a major difference between the small-scale combat with which Megatron was accustomed, and a few thousand mechs trading fire with an entire city as their playground.  Had Soundwave not been there to warn him, he would have been sniped before the battle could even begin.

But Megatron was quick to learn.

He wasn’t quite comfortable enough with his alt mode to join the Seekers in the aerial assault (neither of them were, to be honest), so instead, he led the ground forces, with field commander, Bludgeon close behind.  They’d been briefed to the best of his ability.  Now, the time for preparation was over.  They were thrown into the maelstrom without so much as a lifeline.  It was all sink or swim from here on in.

The Autobots, who held the city already, were at a distinct advantage, using the buildings as cover to gain the initiative on the Decepticons, to attack them from secret – at least, that should have been the case.  This kind of situation put Soundwave in his element.  He was nearly impossible to hide from.

Taking cover behind an old, abandoned sweet shop, Soundwave expanded his senses, allowing them to drift across the entirety of the city, and, much to his anxiety, Laserbeak and Buzzsaw helped to further extend his reach, transferring live-feeds back to him from far behind enemy lines.  They appeared no different than common lilleth birds – unremarkable.  He hoped it would be enough to keep them from becoming targets.  And the intel they provided was invaluable.  Soundwave heard through them, Soundwave knew which buildings held Autobots and which were abandoned, he knew where their troops clustered, where their snipers hid, where their ambushes lied in wait. 

And with this knowledge secured, it was only a matter of calling in the aerial strikes.

From there on in, it was pure chaos.  A constant stream of bombs rained down from overhead, dropped by both sides, demolishing much of the cover that remained.  The hot hum of blaster fire split the air; Soundwave watched as a bot to his left was shot clean through the chest, as another on his right took to the air in a panic and was immediately struck down. 

Soundwave dove to the ground and crawled for cover, painfully aware that he had lost track of his unit, and his Symbionts alike, though the shaking of the ground, heavy enough to drop loose-hanging debris from the shattered buildings above, told him that Rumble was near, at least.  The excess noise, however, made honing in on his location difficult, and there was too much blasterfire between the two of them to risk calling him back.  Soundwave was on his own.

 He'd never been a good shot, but he pulled the flimsy blasters that Shockwave had installed in him anyway, one gun held tightly in each cable, peering over the top of his debris heap to shoot at Autobots, with only his audials guiding his fire.  He was surprised when the cry of pain reached him from the other side, told him that he’d managed to strike down a foe.  But his elation was short lived, as a precise shot hit his own weapon right out of his hold, sending it flying, and leaving his poor cable sore and smoking.

Now what? 

The Decepticons around him were falling fast, and he was pinned down by some seven Autobots shooting at him from the cover of a half-demolished residence.  Eight more were moving in to flank their little ragtag unit, which would easily result in his death, if they weren’t stopped.  He needed to disable those blasters, needed to thin the Autobot troops, needed some way to fight in the way  _he_  was used to.  Surely it was too much to hope.

And that was when Devastator rose up.

Soundwave had never seen that monster – that  _titan_  fight in person before.  It was every bit as horrifying as he’d imagined.  The roar of collapsing buildings was enough to leave Soundwave’s head spinning and his audials ringing.  If he hadn’t already been pressed into the ground, he surely would have fallen from the audial assault alone.  And that was to say nothing of the way the world shook beneath each thundering footstep.

The residence that Soundwave’s Autobot foes were hiding beneath toppled over, leaving seven Autobots crushed within its confines.  Soundwave saw his opportunity, and transformed to alt mode, flying low and taking advantage of the heavy dust in the air to appear nearly invisible as he zipped out of his hiding spot.  He flew at one of the Autobot tankers at 220 kliks per cycle, striking him down with a sonic blast, then reverting to root mode for an electric jolt to finish the job.  He was back in the air even before the body stopped twitching, trying to reconvene with the main force of his allies, his audials wide open for signs of Autobot gunners.

Naturally, good luck was short-lived in battle.  Devastator had been rampaging for less than a minute, when Superion flew in from the distant sky – large, and angry, and shooting devastating bursts of energy from his rifle.  Soundwave hadn’t been close to the target of that blast, and yet the shockwave it left sent him spiraling out of the sky, plating burning under the extreme heat.  Any closer, and he would have been disintegrated.

Soundwave was too busy living in the moment to pay much attention to the battle of the colossi, at least more than anything else around him, but he didn’t need specialized audial receptors to hear Devastator’s punch make contact with Superion’s open palm, and when the shaking of the world around him doubled, it was easy to realize that Menasor had joined the fray.

But by that point, Soundwave had one of his cables shoved down the throat of an Autobot tank, sending pulse after pulse of electricity into its body until it stopped moving.  He allowed the corpse to fall to the ground, and kept on, stepping over body after body on the way, many of which he recognized – Blitzwing, Lugnut, a handful of the officers whom he called neighbors . . .  He tried not to think about it.  He needed to find Megatron right now, or Rumble, or his birds.

A shot zipped past his head, that left his left audial ringing, but instead of diving for cover, Soundwave shot a cable at the nearby culprit, latching onto his face, and slamming him into the ground.  His free cable was quick to drill a hole through the mech’s spark chamber.  He kept onward, warier than ever, with his hearing weakened as it was, if only slightly.

Time seemed to disappear as he ploughed his way through Autobot after Autobot, desperately seeking anyone he knew in this chaotic sea of strangers.  He managed to stave off the worst of the blows – he’d been grazed by several shots, and taken a direct hit to his right arm, which had held up, but was responding sluggishly.  All things considered, he was doing well, however.

High overhead, there was an ear-splitting howl and Soundwave (along with half of the battlefield) risked a glance upwards just in time to see Superion fracture into his components.  Over Decepticon radio, he could hear the sound of cheering, tentative at first, but slowly growing in intensity and voracity.  Superion was down!  They had this in the bag!  They would regain their foothold in Nyon tonight, press onwards tomorrow, with an undefended polity just waiting for them to scoop it up.

Soundwave wasn’t so certain, a sensation proven all the more valid as a ground bridge opened a mere thirty feet away from him, brighter than he’d ever seen.  He shielded his optical sensors from the blinding glow, frantically seeking cover behind a dirty waste receptacle, fully expecting a legion of reinforcements to come barreling through.  But it was not to be.

Instead, he heard the tread of a single mech, large yet sleek, determined yet timid, a leader yet somehow unsure.  Even with his hearing damaged as it was, there was no mistaking that tread.  Soundwave was not surprised at all to see the portal close behind Optimus Prime.

Well, the fact that he was here in person with no back up might have been a  _little_  surprising.

Orion Pax had been an archivist, and as far as Soundwave was aware, had never received the rare treat of personal combat lessons from Megatron.  But clearly he’d picked up a thing or two in the meantime.  His stance had hardened, he was lighter on his feet, ready to react at a moment’s notice.  And though the difference was slight, he  _had_  put on some bulk, particularly in his wrists.  He’d installed some weapons most like.  But nothing was quite so revealing as the steady thrum of his spark, even amidst all the chaos.  This was not Optimus Prime’s first dance.

He had chosen the location of his arrival with some care.  There were no Decepticons in this alley, save for Soundwave himself, and he’d already cleared the area of Autobots.  The two of them were alone, almost as though Optimus had planned to confront Soundwave personally. 

But if that had been the intent, Optimus wasn’t behaving like it.  He gave no indication that he had even registered Soundwave’s presence, paid no mind to the mech, heaving and hissing and trying his hardest to stay on his feet, that he shared the alley with, instead choosing to press forward, to the mouth of the passage, just shy of jumping into the blaster fire beyond.  He mumbled something, barely audible over the sounds of battle.

“Omega Supreme, my friend, rendezvous at my current coordinates.  Superion has fallen.  We need you here.  For the sake of the Autobots.”  Who was he talking to?  His comm wasn’t even on!  If he tried really hard, Soundwave could just make out a high frequency hum floating over the air, but that could have been anything.

Optimus paused for a moment, then opened his commlink.  “Omega Supreme is en route.  Perceptor, bring me back.”  Another portal opened, and like the Pit was Soundwave letting Optimus just walk away!

His cables shot out, winding around Optimus’s arms and dragging him backwards, deeper into the alley.  The surprise that wracked the Prime’s frame confirmed his earlier suspicion; Optimus hadn’t noticed him.  That would be his last mistake.

Then again, Soundwave hadn’t expected Optimus to get one of his cables wound around his arm, pulling Soundwave in close, until those wide, blue optics took in his appearance for the first time.

“Soundwave!”  His spark, so calm in his chest, even at being hit with a surprise attack, now pulsed in excitement.  “Then that must mean –” he cut himself off, as though remembering that Soundwave was not his friend.  When he spoke again, his tone had darkened, though his spark flickered with weak sorrow.  “Megatron can’t be far.”

The words were few, but their power was strong, infuriating!  Even after all this time, even after all that had happened between them, that stupid little librarian was still thinking of Megatron as a friend, still cared about the mech who led the Decepticons, his  _enemy_!  Was their bond really so powerful?  Did Megatron feel the same?

Soundwave’s mind flashed to earlier that day, lying on the dirty coliseum floor, as Megatron used him, then left him – no fanfare, no apologies, he hadn’t even bothered stopping when Starscream came in!  He  _knew_  that Soundwave was skittish about interface, had promised love and trust and understanding, and then betrayed it!  Soundwave was worth no more to him than Starscream.  But Optimus?  Optimus was the true prize.  Optimus was the one he would have treasured, would have changed his ways for.  And frag it all, Soundwave would have  _killed_  for even half as much!

He used what little leverage he had and lunged at the symbol of everything he’d come to hate, jamming the sharp spire of his crest up and under Optimus’s chin, relishing the stream of energon that poured down on him.  Optimus stumbled backwards, releasing his hold on Soundwave’s lethal cables.  One latched onto his face, the other, beneath his throat, digging itself into the open wound, hoping to use Optimus’s own energon to amplify the impending jolt.

But Optimus recovered quickly, and though he’d never seen Soundwave in action, seemed to realize exactly what was coming.  He got his hands right back around those cables, squeezing the one at his throat until it crumpled, and prying the other from his face with an ease that Soundwave hadn’t anticipated. 

He was spinning now, round and around in Optimus’s grip, the pain in his crushed cable distracting him from fighting back.  Soon enough, he was facing outwards, held close to Optimus’s frame, tied up in his own cables, so tangled that he couldn’t so much as retract them.  His feet dangled just off the ground.  Scrap.

He struggled and kicked in an effort to get away, he even tried screaming, all to no avail.  The sound was swallowed up by the open air, the roar of the battlefield.  It hurt, surely, but not enough to convince Optimus to relinquish his hold.  Soundwave, already angry, was embarrassed further.  He could only hope that Megatron didn’t see him like this.

“Soundwave, please,” Optimus tried, “stop this.”  Soundwave struggled harder, out of spite.  “It doesn’t have to be like this.”  And of course, Optimus kept right on pressing.  “The Senate as it once was is gone.  We’re fighting for  _nothing_  right now.”

Soundwave hissed.

“Soundwave, I know you’ve never liked me, but you’re a reasonable mech, and I know how much Megatron values you.” 

 _That_  was a laugh.  Still, it was the blow that hurt the most.  Soundwave stopped struggling. 

“ _Please,_ ” Optimus said, gently this time.  “He won’t listen to me, but he’ll listen to you.  Soundwave, you can stop this senseless war.  We can have peace, if you just convince Megatron to listen.  To open his eyes.  Look at how many have died today for this!” he stepped just outside of the alley, with Soundwave held tight to his chest, forcing him to look upon the still-smoking remains of friend and foe alike.  The ground rumbled with the force of those far-off, rampaging gestalts, plowing over buildings and stomping on the Autobot forces.

Soundwave had nothing to say to that.  Optimus Prime was probably right.  He’d fought for the same ideals as Megatron had, back in the beginning.  He ruled over the planet of Cybertron by birthright, and had had more than enough time to worm his way into the senate, to change things from within.  It was as he said – there was no reason to fight anymore, none save a petty squabble between two friends, lovers, torn apart by the very demons they’d fought against.

And yet, there was.

Zeta Prime had said it himself, hadn’t he?  Utopia was a myth.  Optimus Prime would be corrupted, just as his forbearers had been.  The war would end, and the soldiers would come back to the crippling disappointment of the same lives they’d had before.  It was a recipe for a short-lived respite, and then more fighting down the line.

But fighting a war forever was hardly a better solution.  What was he supposed to do?

Frag it all!  Soundwave was a slave, wasn’t he?  He’d never been meant to make decisions; the spectacularly bad ones he’d made thus far had been proof of that.  Leave it to Megatron to decide.  If he wanted to fight the Autobots, then damn it all, let him.   Soundwave was done with free will.  He fell limp in Optimus’s grip, gaze fixed on the ground.

“Soundwave?”

Soundwave did not bother answering

Cautiously, Optimus relaxed his grip, allowing Soundwave to slide back to his feet, albeit with heavy hands at his shoulders, prepared to hinder any attempt at escape.  He retracted his cables, though his crushed left cable couldn’t quite retract all the way. Despite his new freedom, Soundwave didn’t move to attack again; he couldn’t even get motivated to keep his guard up.  When had he become so pathetic?

“Soundwave,” Optimus said again, heedless of Soundwave’s inattention.  “Is he here?”

Soundwave didn’t want to answer.  Fortunately, he found he didn’t have to.  There was a whistling from the distant sky, getting closer and closer, like a falling bomb.  Optimus Prime was forgotten in that moment as Soundwave turned his attention up, up, up until he could see the golden speck in the distance, flying full-speed towards the devastated city.  What  _was_  that?

“It’s not too late, Soundwave.  We can still end this.”

For just a moment, Soundwave let his attention flicker back to Optimus, but Optimus was not quite so interesting as the thing – the  _mech_  flying in at supersonic speeds.  It was going too fast to properly make out, at least until it began to slow in its descent.  He was huge!  Easily the size of Devastator, but his frame appeared far too uniform to be a run-of-the-mill combiner.  Did mechs even come in that size?!

 _ **“**_ _I AM OMEGA SUPREME!”_ he bellowed as he hit the ground, the resulting shockwave enough to knock Soundwave back into Optimus’s stronger stance.  Many of the less stable buildings toppled over in a rain of debris.  Devastator and Menasor were on him in an instant, but whatever this creature was, he was clearly of one mind, as well as one body. The scream that diffused across the air as he fired his cannon into Menasor’s chest point blank would haunt Soundwave’s nightmares for years.

“Omega Supreme,” Optimus explained.  “The last Omega Sentinel, an ancient power awakened with the reemergence of the Matrix of Leadership – a servant to the Primes.” Optimus sounded strangely forlorn as he spoke, but he could have been crying or cheering or jeering for all Soundwave cared.  If what he said was true, then that horrifying creature, currently blocking a flurry of blows from Devastator, was under his control.  Because he had the Matrix.

Prime had the Matrix?  When had  _that_  happened?   _How_  had that happened?

No matter.  This ‘Omega Supreme’ could devastate the Decepticon forces.  It was best to remove the source of his power before he had the chance.

Optimus’s hold on Soundwave was lax; he broke free with ease, slashing a long scar into Optimus’s chest as he spun out of the Prime’s grip.  Optimus’s cry of surprise and pain was music to his audials, all the better as the wound had been deep enough to bleed – energon welled up from the gash, further painting Optimus’s chassis a vivid blue.

In response, Optimus transformed his wrist to a gun, and fired.

Soundwave blocked the blast with his arm.  The metal melted beneath the heat, leaving a pungent smell in the air, but it ultimately held up.  It probably wouldn’t hold up against another blow.  If Soundwave wanted to win this, he would have to break convention and go on the offensive.  Somehow.

His left cable had been rendered useless, and he didn’t dare put too much stress on his right arm, lest it break.  He still had one blaster, but not the time to draw it, nor the accuracy to make it the shot count, and Optimus had been doing an admirable job of standing up to all sonic assaults.  Soundwave’s already limited arsenal was running low. 

But that didn’t stop him.

It felt strange to be the one lunging for a change, but getting in close seemed to be his best chance of winning this.  He was smaller than Optimus, more agile than Optimus – he kept his ruined right arm close to use as a shield, while he swung with his left, clipping Optimus’s shoulder, his helm, his blaster arm. 

The Prime was a surprisingly fun fight.  Soundwave was pushing him back, deeper and deeper into the alley, had claimed the advantage, but Optimus hadn’t taken any solid blows past the initial.  He’d transformed his own left arm into a sword, adding one more threat for Soundwave to watch out for, though his main worry was the blaster.  Optimus had nearly caught him point blank three times already, instead firing uselessly into the rickety buildings that confined them.  Soundwave wouldn’t be surprised if one of them toppled over at this rate.

It was when they left the cover of the alley, however, that Optimus turned the tables.  Optimus made a surprise lunge, taking another blow straight to the chest, but it was a premeditated sacrifice.  He used his momentum to force Soundwave into a wall, pinning him a second time.  Soundwave was getting quite sick of it.  Now he had a blaster shoved under his chin, and a blade-wielding arm pressed into his chest.  Optimus would feel any attempt to deploy a data cable, and it would be easy to slice him open (or worse, slice up his cable) with a quick slip of the hand.

“Enough, Soundwave!” Optimus warned.  “I’ve won.  Give up.”

Soundwave tried screaming one more time.  They were face-to-face – it should do  _something._   And that something, was making Optimus’s blaster power up more quickly. Soundwave cut himself off.

“We don’t have to be enemies,” he tried again.  He was surprisingly persistent for a mech that was bleeding out at such a rate.  Perhaps if Soundwave stayed still long enough, Optimus would succumb to energon loss?  “Please, Soundwave.  I know you’ve got a soul somewhere in there.  You have compassion – I’ve seen it!  Stop this madness.”

“ _PRIME!_ ”

The roar filled Soundwave with joy and relief and a deep, deep sense of shame.  How had he allowed Megatron to see him like this?

Optimus’s spark jolted in surprise, but he kept his hold on Soundwave firm, well aware of the situation he was in.  He did, however, chance a glance at Megatron, who stood atop a heap of rubble, fire in his optics, and steam wafting from his battered, bleeding frame.  He’d taken his own fair share of damage in the battle, it seemed.

“Megatron.” If Optimus had sounded forlorn before, he sounded downright downtrodden now.  How disgusting he was.  At least Megatron had the good sense to be enraged.

“ _Release him!”_   He didn’t move from his spot, didn’t dare raise his weapon, refused to place any legitimate threat behind the demand.  It was surprisingly cautious for Megatron.  Was he afraid of hurting Optimus?

“We don’t have to fight, Megatron,” Optimus said.  The point would have held more weight had he not had a gun in Soundwave’s face.  “Please, we used to speak, all night – talk about peace, a prosperous future!  We can do so again – please Megatron, this war is pointless.  Let us put an end to it.”  And, when Megatron remained unmoved.  “Soundwave, please, tell him to put an end to it!”

“ _Don’t speak to him_!” Megatron spat, lunging forward, but stopping himself before making any headway.  His optics were locked not on Optimus, but Soundwave, on the blaster at Soundwave’s throat.  His pulse raced, fuel lines compressed, subsequently slowing the flow of energon, increasing pressure.  What was this?  Why was he so upset?

Megatron forced himself to put on a façade of composure, though his body still roared for retribution.  “I thought you were above taking hostages, Optimus Prime.”

Surely  _that_  wasn’t what this was about?  Megatron would never be swayed by a hostage, let alone  _Soundwave_.  At least, that’s what Soundwave wanted to tell himself.  It was less painful if he could just pretend that Megatron didn’t care . . .

“Tell him to stand down, and I will release him.”

Megatron stubbornly held out a few moments more, before at last caving to Optimus’s will.  “Very well.  Soundwave, Optimus is mine.  See if you can’t help take down that giant out there.”

“Megatron: Omega Supreme: linked to Optimus Prime.  Recommendation: destroy Optimus Prime.” 

“Thanks for the insight.  Now, leave us.”

“Optimus Prime,” Soundwave said.  Optimus nodded to show he was paying attention, though his optics never left Megatron.  “Soundwave: yields.”

With hesitant movements, Optimus released Soundwave, who shook out his head, now that it wasn’t being propped up by a gun barrel.  He then stepped away, slowly circling Optimus, until he and Megatron had the Prime trapped in a pincer formation. It was so very tempting to charge in again, to take on Optimus two on one.  After all, so long as Optimus lived, Omega Supreme would remain a threat.  Admittedly, Soundwave didn’t know what would happen to the Sentinel if Optimus died, but it had to be better than this.

Somewhere through his bond, he could feel sheer, unbridled terror, though he was too weary to pinpoint exactly which Symbiont it was coming from.  It could have been any of them in this chaos.

He would go.  It pained him to leave Optimus like this, but even bitter as he was, he wasn’t about to ignore an order from Megatron.  He would go to his Symbionts instead.

The moment he was out of Optimus’s range, Megatron lunged, his blade clashing against Optimus’s with a heavy clang.  It would have made more sense to use his cannon, but Soundwave was done questioning the things Megatron did.  He had better things to do with his time. 

He couldn’t transform with his wing bent out of shape as it was, so instead he took off running in the direction of the cry for help, straining his audials for signs of hostile life up ahead.  Notably, he was running in the opposite direction of the battle of the titans.  How strange.

A ping hit his comm.  Starscream.  Now wasn’t  _that_  even more peculiar?

 _“Soundwave, thank Primus_ somebody _is listening!  Megatron won’t answer his comm!”_ The Seeker sounded frazzled.  What had he done  _now_?  Megatron had only left him in charge for a few hours.

“ _Megatron: Preoccupied.  State purpose of call.”_

“ _It was a trap!  I don’t know how, but the Autobots found out about our plan to take Nyon.  They’ve bridged right into Kaon!  We’re fighting them off as we speak, but we’re a bit overwhelmed out here.  We may not be able to keep the capital!”_

Primus, it was Ravage!  Ravage was in danger!  Ravage was terrified, and alone!  Frag it all!  Soundwave turned around, began running back to Megatron.

They needed to retreat!  They needed to return to Kaon, they needed to save  _Ravage_!  Why had he been so foolish as to come all the way out here?!  Why had he allowed  _Megatron_  to come?!  He’d been an idiot!

Soundwave’s spark was racing.  Soundwave was panicking.  Soundwave didn’t hear the sound of the blaster being armed, firing upon him, until it was too late. 

He took a direct hit to the back, was knocked from his feet, his entire frame burning, melting, being torn apart by the agonizing blow.  He collapsed to the ground, landing heavily on his warped arm, which snapped beneath him, left dangling by a few wires.  He scarcely noticed. 

 _Ravage_.   _I need to get to Ravage._

“What’s that guy made out of?” groaned an Autobot from behind his barricade, some thirty feet away.  “That was a direct hit.”

“Quit yer bellyachin’ and shoot ‘im again!” snapped his companion, an older mech with a Tyger Paxian accent.

He heard the blaster locking onto him this time, heard the hum as it charged up, heard the Autobot’s finger hit the trigger. 

_Ravage._

“Wait!  Hold up a sec!  Don’t shoot that bot!”

Soundwave recognized the voice, though he was in no state to remember where he’d heard it before.

“Why’d ya stop ‘im, Jazz?  You ain’t growin’ soft now?”  Oh Jazz.  Jazz?  Who was Jazz?  Soundwave cycled through his database of names and faces, trying to match the designation ‘Jazz’ to something with meaning.

“Only one soft here’s  _you_ , Ironhide.  I recognize that bot.”

“So what?” said the third bot – some young cadet by the sound of it.

“So,  _Bluestreak,_  that’s Megatron’s right-hand mech.”

“I thought ol’ Megsie had a Seeker as his second.”

“Officially,” Jazz shrugged.  “But trust me on this.  You want some leverage over Megatron?  You want all the Decepticon secrets in one shiny package?  There’s your guy.  We’re bringin’ ‘im in.  Now cover my aft, and have Percy stand by with a ground bridge.”

“Yes Sir!” 

Jazz was strolling over, much too casually for a battle zone.  Who was he?  Why did he know Soundwave?  And more importantly, how was he supposed to get out of this mess?  He weakly tried to struggle back to his feet.

_Right arm: disabled._

_Left arm: functional capacity: 10%_

_Critical energon shortage: Stasis lock: imminent_

He disabled system warning after system warning.  He couldn’t afford to have limitations right now.  And yet, his struggling was all in vain.  He collapsed back to the ground.  But he wasn’t going to give up yet.  As a last-ditch effort, he tried screaming one more time.

_Audio transmitters: disabled._

Jazz was getting down close now, had a hand on the back of his neck, fingers creeping along in search of delicate fuel lines.  Soundwave braced himself as he was dragged upward, forced to look into the optics of the long-forgotten mech for the first time.

“This is for throwin’ me out that window.”

A quick pinch, and then nothing.  Soundwave was out cold.

 


	23. Autobots

**Summary for the Chapter:**

> Soundwave finds himself an Autobot prisoner. But he is not done fighting just yet.

Soundwave’s head was heavy.  His optical sensors kept flickering on and off in short bursts as he tried his hardest to stave off exhaustion and stay awake.  He was pretty certain that the color had shorted from his vision, leaving the world rendered in shades of grey, not that there was much to see in this dark room.

There were sounds, however.  The sound of a few thousand engines purring in the expansive halls beyond this room told him he was most likely on a base.  There was some light chatter here or there, but most mechs seemed to be idling – asleep, and Soundwave was too dizzy to make out what the few mechs still up and about were saying.    

Judging by the straps that fastened him to this icy cold medical slab, he was being held prisoner.  His ability to hear beyond the walls of the room proved that his enemies didn’t quite know the extent of his capabilities.  They had, however, disabled his audio transmitters and bound his cables – so they at least knew enough to render him physically harmless.

The damage done to his frame had been repaired, which was awfully generous of the Autobots, but more importantly, the four tiny presences humming in his spark told him his Symbionts were all alive and, at the very least, free from grievous injury.  Beyond that, it was hard to say.  The effects of induced stasis were still doing their best to make his mind a cloudy haze, to pull him back to unconsciousness – the last place he wanted to be right now.  Even if his frame  _did_  need it.

He was fading fast – wouldn’t be awake for much longer.  But even so, there was no missing the content purr of a Minicon-scaled engine coming from the foot of his slab, the scritch scratching of tiny claws kneading against the cold metal.  There was something down there, something cybercat-shaped, and somehow familiar.  And in the midst of his drug-induced stupor, he couldn’t help but wonder . . .

_Ravage?_

It was the last thought on his mind as unconsciousness reclaimed him.

~~~

The next time Soundwave woke up, it was to someone’s hands digging around in his head.  He jerked violently, trying to shake them off, but restricted as he was, he couldn’t move much.

“ _That_  woke ‘im,” someone laughed.  Jazz.  Soundwave decided that he hated Jazz.  Mech was bad news.

“This is no laughing matter, Jazz,” said the bot attached to the awful hands, still lingering much too close for comfort. “Forcing reboot can be a very dangerous process.  Had he been afforded even six inches more to his range of movement, I very well may have scrambled his processor.”

“But it did not come to that, Perceptor?”  Ugh.  Of course, Optimus Prime had to be here too.

“No Sir.  My scans show that the subject is fully operational, save for the systems we intentionally disabled.”

“For better or worse,” griped an orange copter near the door.  “I don’t know why we wasted the resources on repairing him.  He’s a prisoner.  We’re gonna kill him anyway, once he’s spilled everything he knows.”

“That is not your decision to make, Sandstorm,” Optimus admonished.  “Soundwave may be a prisoner, but he is a Cybertronian as well, and shall be treated as such.”  Soundwave wished that Optimus’s generosity extended to freedom of movement.  If there was one thing Soundwave never again wanted to experience, it was the sensation of being strapped to a table, while a gaggle of mechs stared down at him, observing their ‘subject.’  Life was hardly fair, was it?

Optimus’s attention switched from the mech called ‘Sandstorm,’ back to Soundwave.  “Soundwave, how are you feeling?”  His tone was cordial, but Soundwave had no intention of responding.  He’d made a point of not wasting his precious words on Optimus in the past; he wasn’t about to change his ways now.

“Answer the Prime, you rust-bitten heap of slag!” Sandstorm snapped, storming closer.

“ _Sandstorm_ ,” Optimus narrowed his eyes, staring down the feisty little copter.  “I will not repeat myself.”

He backed down, reluctantly.  “Yes Sir.”

“Do you know where you are, Soundwave?” Optimus tried again, to no avail.  Soundwave’s metaphorical lips were sealed.  But Optimus was persistent.  “What do you remember of our battle?”  “Do you know where Megatron is?”  “Who issues the commands now that both Megatron and Starscream are AWOL?”  “Do you have any future attacks planned?”  Try as he might, Soundwave gave him no answer.

“Bot, can you speak at all?” Jazz asked, still using that flippant tone of voice that Soundwave hated.  Soundwave found the image of a crude gesture to display on his visor for that one.  It got a laugh out of Jazz, which wasn’t much of an accomplishment.  “Wow, some folk got no manners.”

“We have confirmation that the subject can communicate,” Perceptor observed.  Frag it all; he shouldn’t have let himself react.  “At your request, Optimus, I disabled his audio transmitters to prevent him from weaponizing his mastery over audio manipulation, but with his language circuits as they are, I feared that doing so had prevented vocal communication as well.  His vocaliser proper is terribly damaged; I can’t imagine it produces much in the way of sound.”

“Noted,” said Optimus.  “I will try to limit myself to questions that can be answered visually.”  Not that it would make any difference.  Soundwave didn’t need his audio transmitters to speak, though they did help, especially for lengthier lines of conversation.  “Soundwave, where would Megatron hide?”

He couldn’t use the crude gesture again.  Maybe something lewder?  A spike perhaps?

Optimus frowned, Jazz laughed, and Perceptor blushed.  If Soundwave hadn’t been stuck to a table, this would have been fun.

“Soundwave, please,” Optimus tried, carefully avoiding staring Soundwave in the face.  Heh.  “We can end this war with your help.  There is no reason to keep fighting.”

He was still singing this tune?  What rubbish.  Soundwave shifted the image on his screen – a primitive image of a mech with his hands in the air, surrendering.  Soundwave cocked his head, questioning.

“I’m sorry, I do not understand.”

“I think he’s asking if you want to surrender, Boss Op.”  Bingo.  Jazz was good.  Soundwave still hated him.

“I’m afraid that is impossible,” Optimus answered.  Soundwave was quick to switch the image again – a simple angry face, before turning his screen off altogether.  Optimus wanted the war to end, but only if it was his side that was victorious.  What a hypocrite. 

It wasn’t Soundwave’s place to make such decisions anyway.  He was just a servant, after all . . .

“Soundwave,” Optimus pleaded, “Kaon has fallen.  Nyon remains in Autobot possession.  Megatron lost.  If he surrenders now, we may be able to save what’s left of our planet.”

So Kaon had fallen after all.  Leave it to Starscream to lose the capital.  The fragger could smelt for that.  He only hoped that Ravage was safe.  He was still alive at least; maybe Starscream wasn’t  _completely_  useless. 

But though it was easy to blame Starscream, Soundwave knew that the situation couldn’t have been his fault.  Not entirely.

There was a spy somewhere in their midst; that much was clear.  Someone had known that the Decepticons were planning an attack on Nyon – planning on sending the majority of their Kaonian troops out to take it, thus leaving the capital city woefully under-protected.  One more subversive mech that Soundwave had failed to spot in time. 

He could at least try to figure out the identity of the traitor now.  It wasn’t like he was paying attention to the Autobots anymore.  The events of the previous day shifted through his head.

They had been planning to take Nyon in another week, but the Autobots had struck first, in an effort to lure them out.  Whoever had been feeding the Autobots intel, likely hadn’t known the exact details of the attack then, or at least had limited enough access to the Autobots that he hadn’t been able to give them the date in a timely manner.  The most obvious dissenter was Onslaught, but the whole affair probably would have been a lot cleaner had Onslaught been involved.  Deadlock had been enthusiastic about the attack on Nyon, despite protesting most of Megatron’s other decisions. Or perhaps it was someone outside of the War Council?

Ugh, this was going nowhere.

“I do hope you’re payin’ attention, Sounders.  I know you think you’re funny, and we’ve been patient over here, but you’d be better off cutting out with your games,” said Jazz, though it was what he said next that grabbed Soundwave’s attention.  “You don’t got a whole lot to bargain with.  We do.  Two things.  Small.  Flappy wings.  Chirpy.”

Fire filled Soundwave’s vision and he struggled anew.   _Oh frag, oh frag, oh frag!_   Buzzsaw and Laserbeak!  They were near; Soundwave could feel them through the bond.  The Autobots had captured Buzzsaw and Laserbeak!

“ _That_  woke him up,” Sandstorm commented.

“Now, tell the nice Prime what he wants to know, or we may have to – say, do some not so nice things to your pets.”

Where was Megatron?  Soundwave didn’t know the answer to that question.  And he couldn’t have told, even if he wanted to!  He couldn’t betray Megatron!  The act was unthinkable!  The realization of Megatron’s vision of Cybertron was the highest priority in Soundwave’s life.

Except for his Symbionts.

 _They_ were the most important!  He lived for them!  Had survived being scrapped for  _their_ sake! He couldn’t let any harm befall them!  He could stop this; he could help them!  And all he had to do was betray Megatron!  And what had Megatron done to earn Soundwave’s loyalty lately anyway?

_It doesn’t matter!  Megatron is everything!_

His fans stuttered on, mind spinning – static hissed from his disabled audio transmitters, an aborted whine of distress.  Spindly fingers tapped a frantic rhythm against the slab, which did not go unnoticed by his interrogators.

“What’s wrong with him?” Sandstorm asked.

“From what I have seen, I can say that Soundwave’s coding is very unique – his spark is authentic, but his frame seems to be entirely bot-constructed, which makes his processes very efficient, but also significantly less complicated than your typical Cybertronian’s.”  Soundwave would have been offended if his processor wasn’t currently stuck in a feedback loop.  Frag it all this hurt!  And  _still_  Perceptor kept on yammering about Soundwave as though he were some kind of science project!

_Shut up!_

“In this case, I imagine he assigned highest priority to two different commands, possibly something along the lines of: ‘Protect the Minicons,’ and ‘Serve Megatron.’  But now he’s been thrown into a situation where two commands of equally high priority are in conflict, and his processor doesn’t know how to respond.”

 _Fascinating_!  Not that any of that helped Soundwave at the moment.  Assigning a lesser priority to either was unthinkable.  He was stuck in this never-ending spiral of agony.

_Protect Laserbeak and Buzzsaw._

_Protect Megatron._

_Protect Laserbeak and Buzzsaw._

_Protect Megatron._

At this rate, his brain module would short circuit before he found a solution.

“Jazz, dismiss that command.”

“Sir?”

Optimus spoke to Jazz, but his attention was  _all_  Soundwave’s, as he leaned over the slab, looking down at Soundwave with those same sad optics – the ones that constantly made him look like someone had just kicked his cybercat . . . A broken noise escaped Soundwave’s vocaliser as the next wave of pain hit.

“I don’t condone torture, Jazz.  Laserbeak and Buzzsaw are not hostages.  They are prisoners, nothing more.  Soundwave will speak to us of his own volition.”  Naïve drivel, but at least the reassurances broke Soundwave free of the feedback loop.  He slumped in a full-body sigh of relief.

“With all due respect, Sir, I do not think that is likely.”  Perceptor could shut up and mind his own business.  Soundwave wasn’t quite ready to go back to the pain of the loop yet . . .  “If my hypothesis is correct, and he did indeed assign loyalty to Megatron and the Decepticon cause highest priority, to the point that he is even incapable of protecting his Minicon companions for it, then the chances of him betraying either are slim to none.”

“He can lower the priority rating,” Optimus answered, resolute as ever.  “He can tell us.”

“Well,” Perceptor’s shoulders tensed; he was hesitating.  “If I may posit another hypothesis.”

“Yes, Perceptor?”

“It is not my suspicion that changing the priority settings will be that easy.  His coding may be more primitive than ours, but there are sections that even  _I_  wouldn’t dare interfere with.  According to Rewind, Soundwave was created as a security drone for Senator Ratbat.  And it was not uncommon for senators to install loyalty programming into their servants, to ensure maximum obedience.”

“Slave coding, you mean,” Optimus said, optics somehow growing even sadder.  What did  _he_  have to be sad about?  Soundwave was the one whose privacy was being violated by yet another nosy scientist. . . Though surely Perceptor hypothesized incorrectly.  Soundwave didn’t have anything like  _that_!  He’d betrayed Ratbat!  Fought against him – personally!  Surely he would have noticed if there was some stupid line of code controlling his actions.

On the other hand . . .

Thinking back to that fateful battle, Soundwave hadn’t actually done much against Ratbat personally.  His guards?  Yes.  But Ratbat had been untouchable; his frame had not allowed him to do any harm.  Was there some merit to Perceptor’s words?

Soundwave refused to believe it!  He refused.  It couldn’t be true . . .

“Ah, yes.  That is the colloquial name for it.  But as I was saying – with the demise of Senator Ratbat, the loyalty programming would have found a hole in its processes, and I believe that it would have tried to fill the hole with something else.  If, for instance, the code imprinted on Megatron . . .”

“Thank you, Perceptor.  That is enough.”  For once, Soundwave was thankful for Optimus.  How  _dare_  Perceptor suggest such things!  That Soundwave’s feelings for Megatron stemmed from something so obscene?!  It was offensive!  Deplorable!

Soundwave had loved Megatron long before Ratbat’s demise.  Slave coding had nothing to do with it.  Primus, he hoped slave coding had nothing to do with it.  He was already a puppet, a drone, an abomination, and yes, a slave.  But not Megatron’s.   _Never_  Megatron’s!  Megatron was the one who had liberated him in the first place!  Megatron was  _freedom_!

. . . How would Megatron respond if he knew?

He would never know.  Because it wasn’t true. 

“Aww, I think you upset him,” Sandstorm snickered.  This time, Optimus let the snide tone slide. 

“I just – if that’s the case, and his behavior is being modified by base coding, then manually changing priorities may be difficult for him to accomplish.”

“ _Thank you_ , Perceptor,” Optimus repeated.  “I’ve known Soundwave for a long time – as long as I’ve known Megatron.  If there is one universal constant, it is the friendship between those two.  I will not hear any more about this subject.”  Maybe it was pathetic to rely on a  _Prime_  to defend him; Soundwave didn’t care.  In that moment, the kindness was appreciated.

“I am confident that Soundwave will speak to us in his own time.”  Good for him.  “But it is clear to me that time is not now.  I am calling an end to this session.  We will return later.”

“Optimus,” Jazz pressed.  “The longer he’s here, the less useful he becomes.  Can we really afford to wait?”

“We will not forsake our compassion for the sake of victory.  I am fighting to end corruption, to create a better Cybertron.  I will not compromise in my beliefs.”  Cute.  Soundwave wondered how long  _that_  attitude would survive.

“Yeah, but we don’t exactly got the freedom to be so lenient.”

“Nor do we have the means to make Soundwave speak if it is not his will.  We will return later.”   Optimus didn’t linger this time.  He turned his back on his companions, and marched out of the room.  Perceptor followed first, with Jazz and Sandstorm lingering behind. 

Soon enough, the room was empty, the door was locked, Soundwave was alone.  But he was not rendered  _completely_  useless.  He still had his audials.  Thank Primus the Autobots hadn’t deprived him of  _that_.

Speaking of . . .

“The Prime is too soft!”  That was Sandstorm, whispering to Jazz just on the other side of the closed door.  “We have the Decepticon security officer right here – the secrets of the movement at our fingertips, and we can’t do a thing about it, because Optimus won’t compromise!”

“I know how you feel,” Jazz said, tone neutral.  “But there has to be something that sets us apart from the Decepticons – makes us  _better_  than them.  And that thing is Optimus. He’s a good mech.  Still a little naïve, but he’s gettin’ there.  If anyone can find a way to win a war without sacrificing everything he believes in, it’s him.”

“Yeah, sure.”

“I’m serious, Sandstorm.  Optimus’s goodness is what’s holding this army together.  It’s what keeps morale high.  It’s what makes the mechs out  _there_  believe we got a shot at winning this thing.  ‘The righteous always win, yeah?’”

“But they don’t!  This is a wicked world.  You know that!  I know that!”

“Yeah, but  _they_ don’t,” Jazz replied.

Sandstorm sputtered for a moment, before finding his words.  “Jazz, I’m not here to talk about morality or none of that.  This is about justice!  This is about closure.  That  _freak_ in there – what he did to Blaster?  He wasn’t a soldier – he wasn’t even fighting back!  And that – that  _monster_  . . .”

 “I know, Sandstorm.  I was there when they brought in his Minis.  What he did to our Autobot brothers back in Nyon wasn’t pretty either.”

“Tell me then,” Sandstorm pleaded.  “Why do we owe this  _creature_  anything?”

There was a moment of silence before Jazz finally settled on his answer.  “Because Optimus believes he’s worth saving.  And that’s enough for me.”

Clearly, it wasn’t for Sandstorm, whose rotors began to clatter, spark racing with a barely-suppressed rage.

“Look,” said Jazz.  “Just don’t do anything stupid.  I know it’s hard to let a killer go free, but remember, our own hands ain’t so clean either.  Keep that in mind; it’d be a damn shame to lose you.”  Jazz scurried ahead to catch up with Optimus and Perceptor after that, while Sandstorm lingered behind for just a minute longer.

The mech made Soundwave nervous.  He didn’t know why, but Sandstorm had some personal investment in Blaster.  They couldn’t have been friends – not with what Soundwave knew about Ratbat and Blaster, but what then?  Regardless, the end result was the same.  Soundwave, and more importantly, Buzzsaw and Laserbeak, were at the mercy of a mech with a vendetta.  Even now, roughly twenty years after Ratbat’s death, his past was haunting him.

He wished they would just put him out of his misery.  If he survived this, he was installing some kind of a kill switch.  Like the Pit was he ever going to find himself in this situation again.

~~~

Soundwave would have thought that having (in a sense at least) full run of the Autobot base would have been more enlightening than this.  Unfortunately, the Bots didn’t exactly make a habit of chattering about top secret information in the hallways.  And Perceptor, the one bot guaranteed to have something relevant to say, spoke mostly in scientific gibberish that flew right over Soundwave’s head.  If he was going to make this imprisonment worthwhile, then at some point he would have to break free and hack into the Autobots’ network.

In the meantime, the best he could do was listen to the daily jabbering of foot soldiers, learning each of them by voice print, and compiling new profiles, hoping to suss out some weaknesses.  Who was related to whom, who feared what, where the unrequited love interests were at . . . It was all very trivial and boring, but at least it was something to do.  Having knowledge of upcoming attacks wasn’t exactly helpful when he had no one to tell about them.

He was able to learn a bit about the Decepticons, at least.  Propaganda had painted them as over-the-top villains – running sick experiments on their own mechs, spiriting away those who disobeyed, being run by a madmech.  To be fair, these at least had some merit.  The bits about devouring fresh protoforms and intentionally destroying the environment and doing unspeakable things to their POWs were less true, at least as far as Soundwave knew.  Hoped.  He was well aware that there were some shady mechs on his side, but they were a minority.  They did not represent the Decepticons as a hole.  And the Autobots weren’t exactly saints either.

Propaganda aside, he learned that the Autobots had taken Kaon, yes, but were having difficulty holding it, as Tarn, Helex, and Tesarus all swarmed in to kick them out. There was no word on Starscream.  There was no word on Megatron.  There was no word on Ravage or Rumble.  There was no word on the traitor.  It was all a little maddening.

Further maddening was Optimus Prime.  He was far too busy for regular visits, but he came often enough.  He never tried to interrogate Soundwave.  He’d just sit on the edge of the slab and  _talk_.  He’d worry after Megatron, assure Soundwave that Buzzsaw and Laserbeak were being well cared for, treat him as a cherished, if not damaged, friend rather than the prisoner he was.  It drove Soundwave up the wall.  And then, of course, at the end of every encounter, Optimus would beg him to end the war. 

No chance.

No matter how much Optimus pleaded, or reasoned, or offered, Soundwave would not budge.  Even if he  _was_  starting to look forward to the visits . . .

Soundwave dismissed the thought.  He was a loyal Decepticon – he was loyal to  _Megatron_.  Megatron had given him so much,  _meant_  so much to him!  There was no way he could ever let him down, even if, in some ways, he found himself feeling, just a little bit happy here with someone who he could trust to care.

He needed to find a way out of here, and fast.  He’d been prepared for torture, but friendship?  That was far more difficult to fight.  He just needed to break his restraints, find his Symbionts, and make his way past the two thousand two hundred and seven Autobots who currently inhabited this base, ideally downloading every scrap of data they had along the way. Easy, right?

~~~

He'd thought he’d imagined it, but no.  There was  _definitely_  a cybercat coming in to sleep with him every few nights or so.  Possibly more often.  Sometimes Soundwave slept soundly through the night (when was the last time  _that_  had happened?).  But when he  _did_  wake up, from a nightmare, from the constant anxiety that plagued him, from a loud noise somewhere across base, the cat was  _there_ , curled up by his feet, purring. 

It felt somehow familiar, though he chalked that up to missing Ravage.  Soundwave hadn’t exactly made a habit of befriending stray cybercats.  Still, he didn’t mind the company. It granted him some small peace of mind, made this cold and unfriendly room feel a little like home.

Primus, he wished he knew where his Symbionts were – wished he knew they were safe and well.  Even though Laserbeak and Buzzsaw were nearby, he never seemed to hear them.  Were they in stasis?  Or was there something more ominous going on?  He would have given anything to see them, to find out.

And then, one day, he got his wish.

He woke to the sound of footsteps in his corridor – a visitor, perhaps?  Or just a passerby?  He considered dismissing the information, but then he heard the familiar whirr of tiny bird engines, a sharp, angry squawk, a thrashing of wings, and his spark froze.  That was Buzzsaw.  That was Laserbeak.  And they were both in distress.  Soundwave struggled in his restraints.

The footsteps paused outside his door, fumbling for a minute with the passcode, before sliding it open and stepping inside.

Sandstorm.

He carried a cage at his side, Buzzsaw and Laserbeak imprisoned within – restrained, helpless, and struggling so very hard.

 _Boss, I’m sorry_.

“Soundwave,” Sandstorm’s voice crooned, like a condescending authority.  “Are you awake?”

Soundwave didn’t answer, but that did not dissuade Sandstorm in the slightest.  He tapped at the corner of Soundwave’s face with the cage, causing its prisoners to flit about wildly to keep balance.  “I do hope you’re not playing dead on me.  I brought you some special guests after all.” 

Soundwave tried his hardest not to react, though his slender fingers clenched around air nonetheless.  It was a small mercy that Sandstorm wasn’t looking at them, though Soundwave nearly wished he had been.

“Your Symbionts, Soundwave.  I know how much they mean to you.  Few things are quite so sacred as the bond between one of these little buggers,” he jerked the cage, causing a muffled squawk to erupt from Buzzsaw, “and their carrier.  Alas, there are so very few who understand the importance of it.

“Imagine, for instance,” he said, slowly circling Soundwave’s slab, holding the birds in his inside hand, forcing Soundwave to see their fear up close with every step.  “That one of your Symbionts were to die.  Imagine what that would feel like.  That sudden hole in your spark where there was once a tiny, insignificant little lifeform.”  He held the cage up to his face, to fix his malicious stare on the birds.  Buzzsaw flapped his wings defiantly, while Laserbeak cowered.  The little bird’s spark was racing – panicked, terrified.  Soundwave reached for them as best he could, but his own restraints prevented his movement.

“Wouldn’t that be just awful?”

Soundwave growled at that hateful mech, struggling with more intensity now.  There was no point in trying to ignore him – not when he was indirectly threatening Laserbeak and Buzzsaw.  Sandstorm could only smile at the vain effort.

“Or imagine the reverse.  Imagine the parent spark – the big, warm life-bringer for all these cute little guys just up and disappearing.”  He stuck two fingers through the energon bars of the cage, gathering up a handful of Laserbeak’s tiny head, stroking it perversely.  Again, Soundwave struggled.  “Imagine how devastating that would be.”

“Desist!” Soundwave pleaded, daring to waste words on this creep.  “Actions, upsetting for Symbionts.”

Sandstorm chuckled.  “Aww, so mama-bot  _does_  care for the little ones.  I heard that you lost one of your own already – _dreadful_ parenting job, I must say, but tell me, Soundwave. Do you know what would happen to them if  _you_  were to die?”

He didn’t know exactly.  They would feel it, that much he was sure of, but he was likewise certain that they would not die.  They depended on him for many things, yes, but each had his own independent spark.  Symbiosis was merely a very special sparkbond.  And bonded mechs did not die together, no matter  _how_  close they were.  Besides, he had proof. Jazz and Sandstorm had explicitly mentioned Blaster’s _own_ Symbionts before.  “Symbionts will live on.”

“I suppose so,” Sandstorm said.  “But what will they be like, I wonder?  These little guys depend on you, after all.  Minicons weren’t meant to survive on their own, too small, too weak – and Symbionts – Minicons created from the spark of another mech, even less so.”

“You think you can threaten the Boss in front of me?!” Buzzsaw snapped, throwing himself madly into the cage bars in a way that killed Soundwave to watch.  Sandstorm shut him up by shaking the cage in his hands.

“I’m not threatening anyone yet.”

“Blaster’s Minicons – where?”  Sandstorm had seemed invested in them before, and he knew far more about this unique bond than he ought to have.  They were involved in some way; he was certain.

“You catch on fast, don’t you?  They’re safe.  Maybe not well, but safe.  Poor dears.  You messed them up real good, killing Blaster like that.  Not that you give a damn about them in the first place.”

Soundwave remained passive at the accusation.  Blaster had been a threat; he’d needed to go.  He couldn’t afford to think about how his Symbionts would react to his death.  And it wasn’t as though he’d had any reason to.  They weren’t exactly close, even if they did share some kind of distant connection.

“There they were – little guys – slowly wasting away.  Couldn’t eat right, sleep right.  It was a sorry sight.  Eventually, we found a surrogate, but . . . well, he’s a poor replacement for the real deal.”

So  _that_  was it.  Sandstorm was almost certainly the aforementioned surrogate.  In which case, he hated Soundwave on their behalf – for what he’d done to their carrier, to his own brother.   _Years_  ago!  But clearly the flames of vengeance still burned bright, and for the first time in his captivity with the Autobots, Soundwave found himself terrified.  Not for himself, but for Buzzsaw and Laserbeak, trapped at that creep’s mercy.

“Quarrel is with Soundwave.  Buzzsaw and Laserbeak: innocent.”

“Yeah?  Well, so was Blaster!” Sandstorm hissed, shaking the cage particularly hard.  But before Soundwave could hurt himself trying to break free from his restraints, Sandstorm stopped, instead opting to circle the slab again.  “But let’s make a deal.  You answer a few questions for me, and I’ll leave your brats alone.  What do you say?”

“Answers: incapable of providing.”  He’d played this game before; it had resulted in painful feedback circulating through his processor.  And yet, Buzzsaw and Laserbeak were in immediate danger.  Could he betray Megatron for them?

“We’ll see about that.”  Sandstorm sneered.  “So, I’m told you’re basically a walking computer.  All right then.  Let’s see some codes.  Passcodes, encryptions – I want the keys to crack every piece of Decepticon information available.  Think carefully Soundwave.  You wouldn’t want your poor birds to come under any harm.”

Codes?  Of course!  He had codes!  He was a veritable hub of codes!  If he gave Sandstorm the information he sought, then he wouldn’t hurt Laserbeak or Buzzsaw!  He  _had_ to do it!

But if he did, then what would happen to Megatron?  To the Decepticons?  To everything they’d worked for?

He could lie.   _Could_  he lie?  What if Sandstorm found out?  What then?  Would he take it out on Laserbeak and Buzzsaw?

_Give codes._

_Protect codes._

_Give codes._

But what if he had no codes to give?  He sifted through his drives, purging any information that he thought the Autobots might find useful, regardless of what it was.  The process wasn’t very efficient nor elegant, but it was the best he had.  The feedback from the data dump left a heavy cloud of static in his head, unpleasant, but not enough to invoke a visible reaction.  He hoped.

“Soundwave?” Sandstorm prompted, shaking the cage.

“Codes: deleted.  Cannot provide.”

In response, Sandstorm slammed the cage into the wall with all his might, relishing in the way that Soundwave writhed at his Minicons’ pained screams.  Both had been flung full-force into the heated energon bars.  He could smell the smoke rising from their scorched plating.

“Don’t play games with me, Soundwave.   _They_  can’t afford it!”

_Assist._

_Protect._

_Assist._

_Protect._

Soundwave shuddered, trying his hardest to turn off his brain; for all the good that it did him.  He was already well into the loop, and there was no way out.

“I’d expect nothing less from a bot pulled from a junkyard.”  What?  How did  _he_  know – “Let’s try an easier question.  I know it’s been a few months since you’ve seen the cons, but surely you can give up some insider info.  Top secret details about the projects they’re working on?  The moves they’re making?” 

The traitor couldn’t have been Deadlock or Onslaught, or anyone else on the War Council.  They would have spilled that info already.

“Information changes.  Attack on Kaon renders all previous knowledge irrelevant.  Soundwave: in the dark.”  It was true, but not what Sandstorm had been wanting to hear.  This time, it was the floor that he slammed the cage into, leaving poor Laserbeak and Buzzsaw in agony once more.

“Then what good are you as a prisoner?”  He scooped the cage up by the hook, allowing Soundwave full view of the dizzy, faltering birds inside of it.  Soundwave’s engine growled in warning, which only prompted another shake.

“Careful there, hot stuff.  Remember who’s in charge.  Hint: it’s not you.” 

Soundwave cut his engine, but his optical sensors never left his birds.  He tried reaching out to them through the bond, sending comfort, apology.  They shouldn’t be here – he shouldn’t have let them come on this mission.

But they wouldn’t have been safe had they stayed home, either.  This was war.  Nowhere was safe for his Symbionts.  Again, Soundwave tried reaching out to them with his bound hands.

“Let’s try this.  Soundwave, how about some intel on your assets?  On your troops?  I  _know_  you’ve been collecting it. 

Soundwave hesitated.  This he could do.  It didn’t seem like it would be  _too_  debilitating, even if it was not information he wanted the Autobots to have.  Maybe he could –

 _Don’t do it, Boss._   Buzzsaw reached to him through the bond, weak and hurting, struggling to stay online.   _Don’t give this slag sucker a thing.  Beaky and I will be fine._

“Well?”

Soundwave took too long in his answer, it seemed.  This time, Sandstorm slipped his hand through the distorted bars of the cage, reaching in and pulling out the first thing he could get a grip on – Buzzsaw.  He dangled the little bird by the head, squeezing his hardest while Buzzsaw shrieked all the while.  “Tick tock, Soundwave.  Do I have to kill one of them for you to realize that I mean business here?”

Soundwave  _tried_  to get the information onto his visor – really he did.  But fighting his base coding every step of the way made his responses sluggish, and the pain emanating from Buzzsaw’s end of the bond didn’t help.  Soundwave was caught in a maelstrom of his own, with no hope of escaping, all while Buzzsaw’s delicate life hung in the balance.

_CRACK!_

All at once, Buzzsaw’s shrieking stopped.  His limp body was dropped to the ground, it’s head crushed, energon leaking to the cold steel below.  Soundwave could still feel him – Buzzsaw was still there, on the other end of the bond – he was even awake!  But the pain was unreal – would have been unimaginable if Soundwave had not already gone through similar with Laserbeak.  Every so often, he’d hear a light thud as the tiny frame twitched against the floor.  Soundwave would have screamed, if he’d been able.  The broken whimper to escape his vocaliser did a poor job of expressing his horror.

“Whoops, too slow, Soundwave.  Did you not think that I was serious about my threat?”

Soundwave thrashed against his bonds, with all of his might.  He could almost start to feel them give way – they were weak when compared with his own protective instinct.  But ultimately, it was his plating to give first.  His reinforced wingtips held up all right, but his chest caved in around the bar that held it in place, his legs did much the same.

“He’s not dead yet, Soundwave.  If we get him to a medic  _now_ , they’ll be able to save him.  Maybe he’ll even be his same old self, unlike poor Laserbeak here.”  He dropped the cage to the ground, just out of Soundwave’s sight.  He heard a sharp creak as its frame caved further.  “But you’d better hurry.  Bleeding out like this – what a painful way to go, am I right – arrgh!”

It seemed that poor cage had taken too much damage to maintain its shape – had warped just enough for a determined Laserbeak to squeeze through the bars.  His wings were still smoking as he threw himself at Sandstorm, flying straight into his face as fast as he could, sending that monster stumbling back into the wall.  He tried to fight back, but Laserbeak was strong and furious.  He kept up the assault until his target stopped moving – stasis lock.

Now freed, Laserbeak made his way up to Soundwave, in an effort to break the restraints that held him to the slab, that kept him away from Buzzsaw, who so badly needed him. But it was no use.  Without access to his cables, Laserbeak couldn’t quite muster the strength to pry them off.  And his tiny frame was so wracked with distress, Soundwave couldn’t get him to focus enough for a more strategic attempt.  The poor little guy kept flopping about like a madmech, hopping up to Soundwave’s chest, then back down to the floor, circling around his brother, before returning to Soundwave, as though to say, ‘He’s right down here!  Help him!’

But Soundwave could do nothing.  Oh, he  _tried_.  He struggled against those restraints until his chest and legs bled, until even the thick metal of his wrists caved.  He whined as loudly as his damaged vocaliser would allow, hoping that  _someone_  would come and help them.  He thrashed and writhed and cried and suffered, but none of it did him any good. Buzzsaw was still on the floor, slowly bleeding to death – the painful grinding of his engine a constant reminder of his agony – energon was seeping into places it had no business being, reacting with engine fluid, congealing, blocking the movement of his little motor.  It hurt to hear; Soundwave was here – so very close, and yet unable to reach out and touch Buzzsaw, unable to hold him, to help him.  He couldn’t even  _see_  him!

Soundwave pushed his field as far as it would go, the only option left, hoping that he could somehow ease his Symbiont’s suffering.  But with his own mind running wild, the chances of that were low.

~~~

They spent three miserable hours like that.  The wicked grinding of Buzzsaw’s engine grew slower and weaker with each passing moment.  Laserbeak had taken to circling the room overhead, as though surveilling the situation could somehow help Buzzsaw.  It was still better than Soundwave could do.  He was trying his hardest to siphon his own energy through the bond, to take on Buzzsaw’s pain, but it was difficult to do without the use of his data cables.  Buzzsaw wasn’t responding to much at this point.  He wouldn’t be long now.

And that was when the door opened.  Laserbeak seemed to sense his chance, and immediately bolted through, flying out into the hallway.

“Aww, what?!  No!  Primus!”  The sound of comms activating reached Soundwave’s audials, but the message never went through.  Instead, Soundwave heard Jazz give a low whistle, heard his near-silent footsteps as he entered the room, as he took in the sight of Sandstorm, unconscious by the door, and of Buzzsaw twitching on the ground.

“Sandstorm, you fragged this up big time.”  This time, he  _did_  open his comms.   _“Jazz to command.  We got a security breach.  Decepticon prisoner: Laserbeak has escaped into the compound.  Request assistance.  This bugger can fly too, so you better hurry.  I got a mess to take care of with Soundwave first, and I’ll be on it.”_

_“Do you need back-up?”_

_“Negative.  But get Ratch on standby.  Sandstorm got himself stasis-locked.  Jazz out.”_

“Little guy looks to be in pain,” he commented.  Soundwave said nothing.  He was too drained to protest.  He could feel Buzzsaw dying bit by little bit, and he wanted Buzzsaw to live of course, but more than that, he wanted their mutual suffering to stop. 

Regardless of his own feelings on the matter, he couldn’t stave off the sharp intake of air, the skip in his spark’s pulse, as he heard Jazz cross the room, lift a leg, set it back down on something that sounded quite different than the ground – something that gave a weak, stuttering sigh at even the lightest of pressure.

Jazz’s foot was on Buzzsaw’s frame, ready to stomp down, ready to finish the job that Sandstorm started, to put him out of his misery.  But though Buzzsaw was his enemy, though  _Soundwave_  was his enemy, though he had no reason to care about the welfare of either, Jazz hesitated.  After an eon of complete silence, he removed his foot, and instead bent down, peeling the sticky mess of bird from the floor and cradling it in his arms.  “Frag it all, I can’t do it.  Damn bird.”  He scurried towards the door, opening up his comm.

“ _Ratch, I’m bringin’ in one of Soundwave’s pets for you to fix.  Got roughed up pretty bad – not sure if he’ll make it.  Still, anyone can save him, it’d be you.”_

_“What about Sandstorm?”_

_“He’ll be fine.  It’s his own damn fault he got fragged up.  He can wait.”_

Jazz left the room, taking Buzzsaw’s limp body with him, across the compound, to Ratchet’s medbay.  Soundwave may have hated Jazz with every fiber of his being, had no reason to trust him at all, but he hadn’t been lying; he’d believed that Ratchet could help.  Soundwave could only hope that he was right.  He couldn’t lose Buzzsaw.  Not after Frenzy. This was a second chance – one last flicker of hope before death could tear another of his Symbionts from him.  It was more than he’d expected to get.

~~~

Buzzsaw died in the night.

Ratchet had tried his hardest to save the little bird, but he’d simply lost too much energon, and damage to his other systems had made his body too weak to even try fighting off the encroaching hand of death.  It had hurt less than Frenzy.  Perhaps the drawn-out nature of it had numbed Soundwave to the pain of another fragment of his spark burning out.  Or perhaps the damn thing was just too damaged for him to notice anymore. 

What had hurt more, was the knowledge that Buzzsaw had died alone, far away from whatever meager comfort Soundwave could have provided – that he had suffered for hours while Soundwave was trapped helpless, mere feet away.  Soundwave was disgusted, he was empty, he was done.  Too tired to stay awake, but too weary to sleep, he could only stare blankly at the ceiling above him without a thought in his head.

The cat came in again.  He wasn’t Ravage.  Soundwave  _knew_  he wasn’t Ravage.  But when that lithe body curled up in the crook of his arm, feline claws gently kneading a light pattern into the slab, and engine emitting a continuous, contented purr, Soundwave chose to forget.  For tonight, Steeljaw was Ravage.  For tonight, Soundwave didn’t have to be alone.

 


	24. Friends Among the Wolves

**Summary for the Chapter:**

> In light of recent tragedy, Soundwave is surprised to find a few sympathetic souls amongst the Autobots.

Laserbeak had escaped safely, much to the Autobots’ chagrin.  At this point, that knowledge was the only thing keeping Soundwave going.  Out there wasn’t much better than in here, but the farther away his Symbiont was from Sandstorm, the better Soundwave felt.  It didn’t matter that Sandstorm was currently locked up in the brig – a temporary punishment for  _disobeying orders_ , rather than for torturing a helpless Minicon to death – Soundwave didn’t want to see that monster’s face ever again.

_Monster . . ._

Monster, he may have been, but try as he might, Soundwave couldn’t fault him for his actions.  He’d wanted justice for Blaster’s, now  _his_ , Symbionts, and Justice he’d gotten. Soundwave bitterly hoped he was satisfied; he certainly didn’t hear any complaints from the Autobots’ newest inmate.

But though the blame for Buzzsaw’s horrific death should have rested solely on that sick Autobot’s shoulders, Soundwave couldn’t bring himself to feel hatred or resentment.  For Sandstorm.  For himself, however?  That was another story.

Soundwave could barely stand to live in his own body at this point, even if the Buzzsaw-shaped hole in his spark hadn’t been a constant reminder of his failures.  He’d been right there, a few feet from Soundwave the entire time.  It didn’t matter that Soundwave was bound to a medical slab, unable to move, unable to fight – he should have been able to do something,  _anything_  besides lay on his back and watch his loved one slowly fade away.  But his faults didn’t end there.

He’d gotten  _captured_.  Again.  Twice, Soundwave had been captured, and twice, his Symbionts had paid the price for it.  He should have known better!  He should have been more careful.  He shouldn’t have allowed himself to panic at the sense that Ravage was in danger, shouldn’t have allowed himself to let his senses take a back seat to his emotions.  Pit, he shouldn’t have been out there in the first place – none of them should have.

He’d known it was risky, known it was a bad idea, but he’d been so keen on humoring Megatron – keen on getting his stupid, senseless leader back – after decades of mistreatment, no less, that he’d allowed his common sense to take a hike, again losing to emotions – damn the things!  He had been the one to cast the final vote – he had been the one to doom Kaon, granted the Autobots the opportunity to attack.  He could have said ‘no,’  _should_  have said ‘no.’  If he’d been less of a slavering idiot, Buzzsaw would still be here.

But why stop there?  Why did he need to keep Megatron reined in in the first place?  Because Megatron, without Soundwave’s watchful eye, with the stress heaped upon him by Starscream and Onslaught and everything else, had driven their army into the ground.  Soundwave had taken it upon himself to save it, but once again, it was his own fault that things had gotten so out of hand in the first place.  If he’d only humored Megatron on that day all those years ago, allowed Megatron to take what he wanted – been the sort of mech that Megatron had needed him to be, cast out his pride and his reservations and given in, where would they be now?

What if he hadn’t killed Blaster?  It had been needlessly cruel.  They could have taken him, surely?  Or maybe he would have outwitted the Senate, or even fallen in with Optimus Prime?  Soundwave hadn’t given him the chance.  He’d murdered his own brother in cold blood, and some twenty years later, he was finally paying for it.  He shouldn’t have killed Blaster.  He shouldn’t have gotten jealous of Orion Pax, or attacked Ratbat Tower – Pit, he shouldn’t have caved to Megatron’s pretty words and joined the revolution in the first place! 

He’d been swayed by the promise of a better future for his Symbionts.   _Some future_!  Buzzsaw and Frenzy were dead, Laserbeak had lost so much of who he’d once been, Rumble still wasn’t quite the same mech  _he’d_  once been – the only one of his Symbionts still untouched by this stupid conflict was Ravage!  He hoped.

But he knew well that hope was a useless emotion.  It sure as hell hadn’t been enough to save Buzzsaw.

Bitter, angry, and with a constant ache pulsing outwards from his spark, consuming the entirety of his frame, Soundwave spent his days on that stupid slab in the Autobot base.

Optimus still came to visit him.  But whatever rapport he’d been able to create between them after months of kindness and determination had been irreparably destroyed by Sandstorm’s actions.  Soundwave was closed off.  He listened.  He always listened.  But now there was a wall of frozen numbness between the two; Soundwave’s spark was far away, even as the words sank in.

Not all Autobots were quite so sympathetic.

“Optimus.”  Soundwave could hear the warning in Jazz’s voice just beyond his door.  “Give up already; he’s not gonna join us or stop Megatron, or whatever it is you’re trying to convince him to do.  You really oughta devote your attentions somewhere else.”

 “Soundwave has just suffered a severe loss.  He is in pain right now.  If I can ease it in any way, then I will.”

A shifting of metal indicated that Jazz was folding his arms.  “You do know he’s our enemy, right?”

Optimus had nothing to say to that, instead turning back to the door, punching in the keys to grant him access to the room.  Jazz wasn’t quite finished, however.

“Don’t go doing anything foolish just ‘cause you feel bad for him.  Remember, he took out Highwire and Sureshock, Jolt, and Grindor on his way in here – probably a few others too.  I get you have a bit of a past with ‘im, but don’t forget about those of us here in the present.”  And then he was gone.  Soundwave had heard neither footsteps nor the hum of a ground bridge, but Jazz’s presence had vanished nonetheless.  It was a dangerous ability worth noting, in the event Soundwave ever found his way out of this nightmare.

Optimus, however, seemed disinclined to heed Jazz’s warning.  In fact, if Soundwave hadn’t known better, he would have thought Optimus was trying to deliberately sabotage the Autobots.  True, he didn’t spill any battle plans, any technology, there were no deep dark Autobot secrets here.  But nonetheless, it was easy to see that Optimus had been compromised, and all it had taken was Buzzsaw’s sacrifice.  Soundwave laughed bitterly to himself.

Optimus had always been open and friendly towards Soundwave, but lately, he’d taken his compassionate attitude to the next level.  He not only treated Soundwave with an unwelcome warmness, but seemed to be actively confiding in him, much as Megatron used to.  Perhaps Soundwave really _was_ just easy to talk to.

Jazz tried to warn him of the dangers.  Ratchet protested that it was unwise.  Soundwave suspected that, while they may have been rightfully wary, they were equally jealous, that Optimus hadn’t opened up to _them_ first, despite the depths of their own friendships.  Soundwave would have felt triumphant were he capable of feeling much of anything at the moment.

“Sometimes, I wish the Matrix had chosen another,” he said wistfully one day, nearly surprising a reaction into Soundwave.  In the past, he’d merely spoken of how stressful leading was, how he worried he was losing his soul to the war, carefully avoiding the ‘M’ word – in retrospect, it had been more like listening to Megatron than he’d initially considered.  But this was the first time Optimus had brought up the  _other_  ‘M’ word.  The Matrix may have been some worthless trinket, but it was the worthless trinket by which the Autobots determined leadership, ergo important Autobot Business.  Optimus shouldn’t be telling him this, but Soundwave didn’t care enough to stop him, and quite honestly shouldn’t have cared enough to even contemplate it.

Instead, he kept his empty gaze on the ceiling as he always did, imagining a tiny yellow frame circling him high overhead.  He could almost hear his voice.

 _Boss_.

“I am grateful to help Cybertron, of course.  And even knowing what I do now, I’m not sure if the events of that day would have played out in any other way, though I often wish they had.”

Soundwave nearly cringed at the allusion to  _that day_.  Megatron very pointedly avoided that subject altogether.

“I wish I had not lost him.”  And here was a rare allusion to Megatron.  What was Optimus doing?  “I wish the last words I had spoken to him were kinder.  I wish . . . I wish he had told me.”

 _What would you have done differently if he had?_   Soundwave wanted to say, nearly said.  But somehow, he couldn’t quite remember how to.  He did allow his head to list to the side, for the first time looking at Optimus.

“Since I received the Matrix, I’ve been . . . changing.  And though I know it is necessary, it is unpleasant to contemplate.  I can feel myself slowly slipping away, as the Matrix speaks to me, rewrites my priorities – as I become the leader that it needs me to be, rather than the mech I once was.  I need its wisdom, I bow to its will – I am, after all, a mech who exists no longer for myself, but for Cybertron as a whole.  And yet, I fear it.  I shouldn’t fear it – it is goodness, and it is warmth and light and love, and yet its power is greater than I’d ever imagined.  I scarcely know who I am anymore.”

Optimus was speaking nonsense.  All of this from a trinket?  The war really  _must_  be getting to him.  And moreover, he’d been Prime for some two decades.  Why would he be complaining about this only now?

It was almost as though Optimus had read his mind.  “It’s been like this for the past few years now, ever since Zeta Prime came to me.”  Soundwave flinched at this, a miniscule movement that Optimus did  _not_  miss.  A tiny smile played at his lips.  “It is good to see you responsive again, Soundwave.  I had suspected you would find it strange, especially as you were there at his death.” 

There was no way Optimus could have known about  _that_.  It wasn’t as though Megatron, or even Starscream had gone around broadcasting their victory over the old Prime.  Was one of the Seekers the traitor?

But Optimus shook his head again, “I know that you are not inclined to believe me.  But when Megatron killed Zeta Prime, he – how do I explain this?”  He once might have tapped thoughtfully at his chin, optics focused in intense concentration, but today, he barely changed posture and expression alike.  It was a little unnerving. 

“I was appointed to the role of Prime by the Senate,” he went on to explain.  “But the Senate does not have divine command, nor the right to appoint a Prime.  Only Primus is able to do such a thing.”  Oh gee, more religious drivel.  Soundwave returned his stare to the ceiling, determined to tune it all out, but with only Optimus to focus on, he couldn’t keep the words from taking root.

“At first, I was a Prime in name only; the Matrix was with Zeta Prime as far as anyone knew.  The Senate wanted me to find him and reclaim it, but that was about the time I began getting these strange dreams, that urged me to journey to the core.  Eventually, I made the journey, and . . .” he cut himself off, a serene smile on his face.

“I don’t suppose you believe any of this,” he sighed. 

Soundwave offered no reply.

“If I had your experiences, I would not believe either, I should think.”

The silence turned stony, but remained unbroken.

“I found the Matrix in the core,” he said at last.  “I don’t know what it was doing there, but there it was.  It spoke to me – it  _rejected_  me.”  Soundwave had never pegged Optimus for crazy, and yet here he was, smiling his peaceful little smile while talking about conversations with inanimate objects.  It was all a little uncomfortable; no wonder he needed someone to speak to.

“’There can only be one Prime,’ it said.  I could not become Prime until the passing of my predecessor.”  At last, his smile faded away, and the kicked-cyberkitten look came back in full force.  “He came to me after Megatron killed him – I suspect you heard him depart this mortal realm.  He wanted you to hear.”

Soundwave flinched again.  There was no  _way_  Optimus could have known about that either.  A nervous growl rumbled in Soundwave’s engine.  How did he know?  Even  _Megatron_ hadn’t known. 

And now, Optimus was smiling that stupid, understanding smile of his – the one that always made Soundwave want to punch him.  “We spoke; he imparted to me his wisdom, his guidance, and finally, the Matrix lit up – it merged with my spark.  The two of us are now one. 

“It’s brought me the wisdom of those who came before, their knowledge, it’s taught me how to fight, how to survive, granted me control over the last of the Omega Sentinels – and there is so much more to it that remains undiscovered.  But the more it becomes me, the more  _I_  cease to be.  My memories remain, and yet the feelings that accompanied them all feel so far away now.”

He sighed, seating himself on the edge of the slab, back turned on Soundwave.  “The only thing that continues to burn brightly in my mind is  _him_.”

Optimus truly believed this, and the effect was starting to wear off on Soundwave.  Optimus had never been the type to play mind games; he would not lie to Soundwave, nor anyone else.  And yet, he knew things that he couldn’t have possibly known.  Which meant that either Starscream was a spy (unlikely), or there was actually something to Optimus’s claims (equally unlikely but worth thinking about).

Soundwave had spent most of his life thinking of Primus as a fictional being, manufactured for the purpose of controlling the masses.  Sure, he was nice to use in Metaphors, but he had no significance otherwise.  He was nothing.  Soundwave wasn’t sure he was quite ready to accept that there might be some merit to this after all – least of all because it terrified him to no end.

Optimus knew so many mysterious things.  How deep did his knowledge go?  Surely he wasn’t all-knowing, right?  And if the Prime truly  _was_  divinely sanctioned, then what did that make the Decepticons, for rising up against him?

His mind flashed back to Zeta Prime, pathetic and weak, speaking wicked words of wisdom in the dark dungeon of Vos Tower.  Surely no creature chosen by Primus could wind up in such a state!  If he had divine might on his side, then how had he become corrupted?  How had he been struck down?  How?!

And . . .

If Primus was real, did that mean the Afterspark was as well? 

It hurt too much to think about.  What did it matter if there was such a thing or not?  It wouldn’t bring Frenzy and Buzzsaw back to him.  And Primus sure as the Pit (did the Pit exist too?) was not going to set him free, or return him to Megatron.  Soundwave was, as he always had been, on his own.

Perhaps the words Optimus spoke had some merit.  But that didn’t mean they were the truth.  He had to remember that.

Soundwave turned his head away, and Optimus, without even moving to look, seemed to take that as the hint it was.  He rose from the slab, turned around to rest a gentle hand on Soundwave’s head.  It should have repulsed him, but Soundwave was too tired to care.

“Thank you for listening, Soundwave.”  And with that said, he strode from the room, turning the lights off behind him, leaving Soundwave alone in the dark, just the way he preferred to be.  Optimus may have been compassionate, but it was punishment that Soundwave craved right now.

He returned his attention to the black ceiling high overhead, turned off his thoughts, and allowed the world to fade away to a dull and throbbing ache.

~~~

Optimus Prime did not come again.  Soundwave scarcely noticed.

What he  _did_  notice, however, was that the next bot to grace him with a visit was none other than Jazz himself.  Jazz, the mystery mech – the one who had brought Soundwave in in the first place, had argued against treating him with too much civility, and yet had been the one to rush Buzzsaw to Ratchet’s care rather than try and capture the escaping Laserbeak.  Soundwave had all manner of feelings regarding the bot, many of which were conflicted.  He didn’t move, kept his stare blankly on the ceiling, slowed his engine, hoping that Jazz would mistake him for asleep and leave.

No such luck.

“Don’t look so excited to see me, Sounders.  I might get flustered.”  A joke, though not a very good one.  Soundwave didn’t acknowledge it, which Jazz didn’t seem to mind. “Where’s your friend?”

Soundwave  _did_  acknowledge that.  He cocked his head at Jazz.  Was he trying to mock Soundwave, or was he asking a legitimate question?  It was always hard to tell with this one.  Too bad he didn’t seem too keen on clarifying.

 “You know, I’m surprised he likes you so much, all things considered.”  Was he talking about Optimus?  “But don’t get too comfy with the idea.  It’s not _you_ he likes.  You’re honestly a little reprehensible, and a few more things I promised myself I wouldn’t say in light of recent events.  You just remind him of  _him_.  Last link he’s got to his old life. 

“So he may be cozying up to you now, but don’t mistake it for friendship for a minute.”

Wasn’t  _that_  the truth?  Optimus was no more over Megatron than Megatron was Optimus.  And as always, Soundwave was caught between the two.  He really wanted it to end – everything, the war, this conversation, the agony of living too, perhaps.  Naturally, Jazz was determined to prevent at least one of those things.

“So maybe lay off Steeljaw, yeah?”

Wait, what?

At Soundwave’s twitch of surprise, Jazz let out a cocky laugh.  “Little guy misses Blaster, and yeah, you were the one to do ‘im in – Ramhorn and Eject and even Rewind all hate you, but Steeljaw?  He looks at you, and he sees his old – I’m sorry, ‘Carrier’ is the term?  Yeah.  He sees only your resemblances to his  _Carrier,_ rather than the evil things you did to him.

“But you look surprised Soundwave.  Did you think I was talking about someone _else_?” Arrogant aft.  Jazz knew  _exactly_  who Soundwave thought he’d been speaking of.  Jazz smiled that knowing smile of his, but to Soundwave’s further surprise, he did not press the issue.  Instead, he seemed to feel that it was time for a change of subject.

“Well, now that  _that’s_  in the open air, I think it’s time for the real reason I came here.  Optimus won’t risk upsetting you further right now, but that doesn’t change the fact that you’re our prisoner, and so far, you’ve done nothing but drain our resources, and help Optimus relive his glory days.  I think it’s time you made yourself useful, don’t you?”

Were they still trying to squeeze information from him?  What a waste of time.  The only leverage they had over Soundwave was long gone by now.  He had no reason to talk.

“You’re stuck here, Soundwave.  If the Decepticons were comin’ for you, they’d already have done it by now.  Why do you hold loyalty to them, when it’s clear they don’t do the same for you? 

“Besides, they’re losing.  Kaon is ours.  Nyon is ours.  You’re a smart mech.  Back the winning side.  The fate that awaits you and yours is not too pretty if you keep your lot in with the Decepticons.”

Was  _this_  really the best Jazz had?  Soundwave made no move to respond, his attention, once again, on the ceiling.

Jazz waited for a long moment, before at last relinquishing an exasperated sigh.  “Why are you so loyal to them?  You coulda saved your bird if you’d just spoken up.  The Pit did they do to get you in so deep?”  When Soundwave failed to respond again Jazz rubbed at his temples, clearly on the verge of giving up.  “Guess it was worth a try.  You woulda squealed by now if you were gonna.  I’m wasting my energy trying to get you to talk.  Later Soundwave,” he said, backing up to the doorway.  “Enjoy your solitude.  And remember what I said about Steeljaw.  He’s not your friend.”

Despite Jazz’s warning, Steeljaw could still be found during the night cycle, curled up on Soundwave’s chest, fast asleep.  By this point, the relief at having a Symbiont so similar to Ravage so close to him had worn off, and now, the cat’s presence made Soundwave more uncomfortable than anything. 

Jazz was absolutely right.  Steeljaw came to Soundwave because of his similarities to Blaster.  At his most desperate, Soundwave had been pleased to have another Symbiont so near, but now the reminder of all he’d done, and all he’d lost, was most unwelcome.  Steeljaw’s presence drew him away from the blissful state of nothingness he’d managed to find. 

But though he couldn’t stand to have the tiny mech around, he wasn’t entirely inclined to tell him to stay away.  He didn’t deserve the peace of mind.

~~~

Soundwave had been content to wallow in his suffering for – had it really been a whole month since Buzzsaw’s death?  His recharge was still plagued by nightmares of that fateful night; he heard the pathetic sputtering of that tiny engine, clogged up with tainted energon, every night cycle, as the bustling base withdrew to a dull murmur, felt that flickering EM field grow weaker and weaker, until there was nothing left, every time he was alone.  And worse yet, Buzzsaw’s death brought Frenzy’s to the forefront of his mind for double the agony. 

It was no less than he deserved.

But then, one night, the accusative whispers of dead Symbionts were pierced by a sharp burst of determination within Soundwave’s spark.

Laserbeak.

He had come close enough to Soundwave’s current location that Soundwave could feel his emotions bursting within him through their bond like blasterfire, awakening long-dead senses through intensity alone.  Laserbeak was near – growing nearer with every passing moment.  And Soundwave was terrified.

If Laserbeak came here, then the Autobots would get him, would have something to bargain with once again, and Soundwave wasn’t sure he could lose Laserbeak so soon after losing Buzzsaw. 

He needed to get out of here.  Get away.  Get Laserbeak to safety.  And however he did it, he would have to do it soon; time was ticking by. 

The restraints had been reinforced after Buzzsaw’s death, and his own frame repaired.  There was no way he’d be wriggling out in time to save Laserbeak from capture, no matter how hard he struggled, though his thrashing about did disturb the cybercat asleep on his chest. 

Steeljaw leapt to the slab at Soundwave’s side, watching him with curious eyes.  Suddenly self-conscious, Soundwave ceased in his struggle.  Steeljaw was an asset.  If Soundwave could figure out how to use him, he could free himself.

“Steel . . . jaw,” he croaked, finding it unusually difficult to speak.  Whatever words he had meant to follow the name were lost to a sea of confusion.  Still, it seemed to get the cat’s attention, though he looked disappointed.

“You don’t sound like him one bit.”

What a nice present Steeljaw had just gifted him with.  If Soundwave could string a full sentence together, he’d be able to use it.  “Would . . . Steeljaw . . . like to . . . hear . . . Blaster?”

 _That_   got the little cat to perk right up.  “You have his voice files?”

“Affirmative.”

“Okay then, let me hear.”

“Negative.  Audio transmitters . . . . disabled.”

Steeljaw hung his head at that, ears drooping in disappointment.  “Oh.”  And then, “What do I have to do to change that?  Percy won’t fix it; I can tell you that now.”

Soundwave scratched a data cable against the restraint that kept them securely trapped in his chest.  “Soundwave . . . can fix.  Data cables . . . required.”

Steeljaw leapt off the slab at that, a flicker of angry electricity in his field.  “Yeah right!” he hissed.  “You’ll just escape if I give you access to your cables.”

“Choice is Steeljaw’s.”

For one horrifying moment, the tap tapping of Steeljaw’s tiny claws on the metal floor retreated towards the door, but he hesitated before letting himself out.  “Did he say anything about us?”

“Negative.”

There was another tense pause on Steeljaw’s end, before he at last said.  “Could you make it so he did?”

Soundwave gave this his consideration for a moment.  Soundwave didn’t quite know why Steeljaw wanted him to lie, but what was the harm in it?  Steeljaw was no conniving mastermind – he was just a simple-minded Minicon trying to protect his family.  And for once, that was something Soundwave could relate to. 

“Affirmative.”

Steeljaw returned to the table, hopped up on Soundwave’s chest, and with precise movements, allowed his paw to drift down to a small panel on the side of the slab.  A few sharp clicks, and the restraints over Soundwave’s chest retracted themselves.  Now the only thing keeping them at bay was Steeljaw himself.

Soundwave could have wrapped his cables around the tiny mech and squeezed the life from him, or sent a powerful jolt of electricity through his frame.  But somehow, even though Laserbeak was drawing nearer by the minute, he couldn’t bring himself to kill the Minicon.  Maybe it was his resemblance to Ravage, or guilt over killing Blaster, but for once, Soundwave’s morality won out.  Besides, as far as threats went, those provided by the cat were minimal.  He may have resembled Ravage physically, but there was no contest between the two in skill.

Soundwave’s cable snaked past Steeljaw, towards his own head, inserting itself into the mass of cables at the peak of his spinal struts.  This wasn’t the first time he’d had to reactivate his own systems; unlocking his comms and T-cog and audio transmitters was easy.  And with his mastery over sound back in his hands, he now had the perfect means of keeping Steeljaw occupied, so he could free the rest of his limbs.  Quickly, he sifted through his vast library of conversations with Blaster, seeking out the perfect clips to combine.

{ Steeljaw; Eject, Rewind; Ramhorn; y’all are; the best.;  I’m sorry; I couldn’t; stay; with you.  I love; all of you; very much.  Please; stay; strong; for me. }

The words were a bit generic for a heartfelt goodbye, Soundwave felt, but their effect on Steeljaw was clear.  His whole frame was drooping, legs shaking too hard to stand properly.  He was emotionally compromised – didn’t even notice that Soundwave’s free cable had found the access panel, that was, until the four remaining restraints retracted themselves. 

Steeljaw was on his feet in an instant, but it wasn’t fast enough.  Soundwave’s cable wrapped itself around him, held him at bay.  The noise from his transmitters switched from Blaster’s disjointed words, to a song that Blaster had liked to sing as he worked back in the tower.  Steeljaw stopped struggling as soon as he’d begun, too hooked on the next note to fight off Soundwave.

Soundwave’s free cable, fresh from digging around in his own brain module, made the jump to digging around in Steeljaw’s.  Within seconds, the small cat bot was asleep. Soundwave released him to the floor, and instead made his way to the door, hacking it with ease.  From here on in, he had two goals: escape before Laserbeak tried to fetch him personally, and escape with as much top secret Autobot intel as physically possible.  Buzzsaw would not die in vain; he would make sure of that at least.

His frame was weaker than he would have liked – still feeble from his time spent unmoving, consuming only watered down low grade.  And that was to say nothing of the ache in his spark.  But his audials were as sharp as ever. 

He knew the layout of the base, knew where every Autobot was at any given time, and was easily capable of using sound to create his own diversions.  Making his way across the base undetected posed no challenge.  He was even able to use a fake comm from Optimus to get Perceptor away from his terminal for a few minutes, at least.  He likely wouldn’t be able to download everything before the mech returned, but he’d do his damndest.

Mountains of information passed through his cables in an instant, with more coming in every second – project notes, research and development, weapons engineering, personnel, mission reports, strategy – anything Soundwave found, he took.

In the distance, he heard footsteps, heavy and frantic, fast-approaching his current location.  The game was over; it was time to go home.  Though how exactly he was going to do that was anyone’s guess.

 _“Soundwave to Megatron: requesting ground bridge.”_ Only soft static greeted him from the other side.  It was unnerving, but not enough to make him give up.

 _“Soundwave to Ravage.”_ Nothing.

 _“Soundwave to Shockwave . . .”_ Still nothing.  Either nobody was there to answer, or the Autobots had some kind of signal jammer covering their base.  Either way, he wasn’t going to be able to rely on them for help.  Instead, he made for the door.

And came face-to-face with the barrel of Jazz’s blaster.  He stumbled back in surprise, a rare emotion for him.  Somehow, he hadn’t heard Jazz’s approach at all.   _Frag!_

“Well well, look what the cat dragged out.”

“Soundwave!” and here was Optimus, stomping in with his entourage of armed guards, looking as sad as ever. 

Soundwave was an idiot.  He should have just left!  The intel should have taken a backseat to Laserbeak!  Now he was surrounded, trapped, and increasingly aware of Laserbeak’s approach.

_Go away!_

“Back up,” Jazz ordered, jerking his blaster in warning.  “To the wall.”

Slowly, Soundwave obeyed, but he could not keep his attention focused on the very threatening blaster pointed at his own head, nor on Optimus and his piteous attempts at talking Soundwave down.

“Soundwave, please.  You don’t have to do this.  Surrender.  Join the Autobots.  End this war.”

Rather, his audials were fixed on a sound high above.

Laserbeak was right overhead; that part wasn’t surprising.  But for the second time in as many minutes, Soundwave  _did_  find himself surprised, for Laserbeak wasn’t alone.  There were engines –  _Seeker_  engines, a handful of them.  How had Soundwave missed these?!  Perhaps he’d been too focused on Laserbeak to notice?

The Autobots realized what was going on seconds later, but by then, a hole had been blasted into the roof, sending a mountain of rubble collapsing onto the mechs below, with little care as to who got hurt along the way.  Yep.  That was indeed the modus operandi of the Seekers. 

And indeed, staring up at the Autobot base’s brand new skylight, Soundwave could see his savior – grey and black and red, and obnoxious as ever. 

_“Ah, I see you’re up and about._ _Well, good._ _That makes things much easier!_ _Now, are you coming, your majesty?_ _Or do I have to go down there and get you?”_

Soundwave didn’t need to be told twice.  He leapt into the air and transformed, feeling a little off-balance as he did so, but he wasn’t worried.  His systems would compensate for the difference. 

A few Autobots fired their blasters his way, but he was moving too quickly for any to land a direct hit.  Soon enough, he was bursting through the hole in the ceiling, and soaring up into the sky, to join Starscream, Skywarp, Thundercracker, and most importantly, Laserbeak.

Stronger missiles flew their way as they fled, but none hit home, and before they’d even traveled a mile, the welcome light of a ground bridge appeared in the sky, swallowing them up, and bringing them home. 

Wherever home was.

 


	25. Haze

**Summary for the Chapter:**

> Soundwave struggles to return to his normal life, but the nightmares of his confinement continue to plague his every waking moment.

The new Decepticon base in Tarn paled in comparison to the old.  Soundwave suspected that the Autobot attack on Kaon had instilled Megatron with a deep and foreign kind of fear, as everything he’d worked so hard to build had threatened to collapse before his eyes.  If this new base was anything to go by, it was a fear he was determined to never experience again.

The base in Kaon had been expansive, stretching out over most of the city.  Therefore, this base, while still spread out between numerous facilities, was completely confined to a single district – easier to defend than all of Kaon had been, and it was easier to mobilize troops when they were already so near to one another.  The buildings on the whole were smaller, connected by the weaving, underground tunnels that Tarn was famous for.  It made for a better view of the open sky, while also allowing for earlier detection of aerial strikes, and easier take off for their own fliers.

A familiar buzz of static hung in the air, disrupting some delicate internal systems, and making Soundwave’s lingering headache all the worse.  His best guess was that Megatron had ordered a communications scrambler, to prevent the Autobots from bridging directly into their base again.  Logical it may have been, but Soundwave was truly going to learn to hate the sound, he could already tell. 

He flew through the ground bridge with Starscream’s trine close behind him, transforming the moment he’d left it’s pull, and landing solidly on the ground.  The mercifully unharmed Laserbeak was quick to follow.  He slotted himself into Soundwave’s chest at the first opportunity, pulsing a confusing jumble of ‘safety,’ ‘comfort,’ and ‘distress.’  It rather matched Soundwave’s own mood at the moment.

“Congratulations, Princess,” Starscream sneered, bowing grandly.  “Home and safe where you belong.”  Soundwave ignored the gesture, and began walking.  There were two bots he needed to find.  Starscream, of course, followed behind, with his trine on his heels.

“You’re lucky we bothered saving you.  That was a most dangerous stunt we just pulled – a daring rescue made by Lord Megatron’s first lieutenant himself.  Lord Megatron, of course, couldn’t be bothered to save you.”

“Because he was afrai – er _, unable_  to leave his command post again after what happened to Kaon,” Thundercracker muttered, irate, but sensible enough to not imply that Megatron was a coward.  That kind of talk was usually met with punishment.  Starscream, however, was unimpressed with the correction.

“Yes, Thundercracker.  Thank you for that.  The next time I want someone to steal my thunder, as it were, I’ll be certain to call you up.”  He stomped ahead, until he was strolling side-by-side with Soundwave.  “Anyway, I suggest you don’t forget who saved you.  One might assume it’s worth a few favors down the line, wouldn’t you agree?”

Soundwave didn’t want to respond to that, but he would never get Starscream off his back if he followed his own inclinations.  Instead, he nodded, much to Starscream’s momentary surprise.

“Ah, yes!  I am glad you see things my way.  How very reasonable of you!  Now, do let me escort you to Lord Megatron.   _Surely_  you want to see him.”

Soundwave did, but now right now.  He had more important matters to deal with.  He stopped walking.

“What?  Why have you stopped?”

Soundwave didn’t answer.

“Aw, man.  He came back broken,” Skywarp griped.

“Probably because he has to listen to  _you_ two,” Thundercracker added, before turning to saunter off on his own.

“And where do you think  _you’re_  going?”

“Soundwave’s a bummer, and you, Starscream, are insufferable.  It’s not incredibly welcoming.  Ergo: me – over there.”  He transformed back into a jet and took off.

“Hey wait!  I wanna come too!”  Skywarp followed.

“Wait – I – I never dismissed you!  Get back here!” Starscream made to do the same, then paused, offering Soundwave a few orders.  “Do whatever business it is you need to do, but don’t keep Megatron waiting for too long.  He doesn’t like to be kept waiting.”  Despite his earlier cocky demeanor, Starscream’s pulse quickened when he spoke of Megatron, his frame gave the barest tremble, his optics widened, haunted.  He was afraid.  Evidently their relationship had grown a bit rocky in Soundwave’s absence.  At least  _something_  good had come out of this.

“And er, do remind him that it was  _I_  who saved you.  I know I can trust  _you_  to show your gratitude.” 

Ah, so  _that’s_  what was going on here.  Soundwave certainly hadn’t missed the mind games and politics.  Still, Starscream wasn’t wrong.  He offered one more nod, and waited for Starscream to take to the sky to join his brothers.  Then he was off, wandering in the direction his spark pulled him.

He passed several little camps on the way.  Dreadwing and Skyquake were manning a guard tower (though notably Dread _wind_  was nowhere to be seen).  The Combaticons were gathered in a small shack, where Onslaught was presumably looking at some kind of map, while muttering about strategies to Blast Off.  Vortex and Brawl tussled on the ground, and Swindle sat nearby, counting his money.

He passed the entrance to Shockwave’s lab, where within he could hear each of the six Constructicons bustling about – working on communications jammers, the cure to Cosmic Rust, Energon packs, improved drills, and Shockwave’s pet space bridge.  And after that, it was the medbay, where Knock Out was still busy tending to patients in Hook’s absence. At the moment, he seemed to be working on Breakdown.

“Look at that,” he said, his gentle tone completely standing in contrast to his usual cut-off personality.  “You’re lookin’ better than ever.  Can’t hear a peep from that engine of yours.  I  _do_  work wonders.”

“I . . . yeah.  Thanks.”  And Breakdown sounded more morose than Soundwave had ever heard  _him_.  He thought back to the battle for Nyon, to Menasor falling.  Had he ever gotten back up?

“Still moping around, Breakdown?  It’s been months now.  Besides, you never liked any of your teammates, right?  They were kinda terrible to you, weren’t they?  I’d say it’s no big loss then.”

“I . . . weren’t you and Dragstrip . . . er . . .”

Knock Out hesitated.  “Well, I mean, we had fun.  But even  _I_  could see that he was a pompous aft.  And that’s coming from  _me_ , so you know it’s true.  And Motormaster?  What was  _up_  with him?  Someone never got enough attention from Lord Megatron, don’t you think?  And Wildrider?  Never knew if he was gonna pat you on the back or rip your throat out.  And you wanna talk about someone being a perpetual drag?  How about Dead End?”

His berating of Breakdown’s teammates seemed to have the opposite of the intended effect.  Breakdown’s engine sputtered, and Soundwave could hear clanging, as though a mech much larger than he remembered was shaking against a medical slab.

“Oh no no no!” Knock Out cried out.  “Don’t break down  _now_!  I just put all that effort into – what?”

And then, with seemingly no reason whatsoever, Breakdown was laughing.  Soundwave couldn’t understand  _why_  for the life of him.  Knock Out certainly hadn’t said anything funny.  And he’d been so upset mere  _seconds_ ago.  What had changed?  But then, after an awkward pause, and much to Soundwave’s continued surprise, Knock Out started laughing too.

“’ _Breakdown_!’”

“I shouldn’t be laughing, but . . .”

They continued on like that for a while.  It was strange and unsettling.  Soundwave decided it was best to keep walking.

He passed Deadlock, and Scorponok, and Astrotrain, a few others as well, before he finally reached his own destination.  The moment he stepped into the shack, he was dive-bombed by two small, dark objects moving at high speeds.

“Boss!  Primus, you’re safe!”

“I’m so sorry, Boss!  I shoulda been there to protect you!”

“Say it isn’t true!”

“Buzzsaw!  Where’s Buzzsaw?!”

“Boss!”

Rumble clung to his leg, tightly enough that Soundwave couldn’t have pried him away, even if he’d wanted to.  Meanwhile, Ravage had leapt onto his chest – Soundwave had to carefully rearrange his left arm to make a perch for his beloved cat-bot; his other found Rumble’s shoulder.  He shook his head, entire frame shivering as an icy fire shot from his spark at the reminder of Buzzsaw, slowly succumbing to his wounds while Soundwave lay by, helpless to do anything about it.

Ravage was the first to notice the change in demeanor.  He drew back, still balanced on Soundwave’s arm, close enough to maintain the contact, but far enough to stare Soundwave in the face.  “I’m sorry Boss.  We shouldn’t have pressed.  We just – we felt him . . . I’m sorry.  We’re just glad you came back to us.”

Soundwave was too.  He’d lost two Symbionts now – the pain had been unimaginable; he’d known it would be so from the beginning.  But he’d never realized what would happen to his Symbionts if  _they_  were to lose  _him_.  Now he had a good idea, and it was not pretty.  Steeljaw’s desperate need to be close to his Carrier's murderer was proof of that.  The discovery had left him shell-shocked, compounding his suffering from Buzzsaw’s loss.  It was a miracle he was still up and about.

“Never leave us again,” Ravage continued, throwing himself back into Soundwave’s chest, his whole tiny frame wracked with shivers.  Soundwave had never seen Ravage so terrified before.  It broke his spark further to witness.

“Ravage . . .” he croaked, weakly, trying his hardest to project calmness through his field, but for once in his life, he just couldn’t manage.

“They came.  The Autobots came for us – they took Kaon.  I – I don’t know.  I was too scared to fight back –  _me_  – too scared to fight!  I just – you were so far away, and then you disappeared, and then Buzzsaw and Laserbeak disappeared, and I was scared and – and I hid in our room.  I was too scared to save myself, ‘cause I didn’t know what had happened to you! 

“ _Starscream_  had to come pull me out.  Can you believe it?”  It seemed Soundwave owed that shady Seeker twice over then.  Being in his debt was not where he wanted to be, but his gratitude weighed more heavily.  What was  _truly_  surprising, however, was the fact that Starscream hadn’t even mentioned saving Ravage.  Surely an opportunistic mech like him would have pressed his advantage?

“Soundwave, I’m so sorry!”  It was Rumble’s turn to break down now, evidenced by the fact that he’d fallen back on the old habit of calling Soundwave by name.  “I should never have lost sight of you.  I wasn’t there to help you!  I knew they’d got you!  I tried so hard to find you, and Laserbeak, and . . . and Buzzsaw! 

“It’s all my fault!  If I’d just done a better job of protecting you, Buzzsaw would still be with us right now!”  The ice filled Soundwave’s fuel lines once more.  He loved his Symbionts, but the constant reminder of his own failure was too much to bear. 

He called Ravage and Rumble back to him; they needed to connect to him as much as he did them.  There was no hesitation.  Each raced to slot into his back, resting at last where they belonged.  But that left Soundwave alone in this new, empty room, with only his own agonized thoughts to keep him company.  It was an equally bad fate.

Perhaps he would take Starscream’s advice and visit Lord Megatron.  Soundwave didn’t think he was ready to face him yet, but considering the alternative, he didn’t have much choice.  He took a moment to sift through the data he’d downloaded from the Autobots, flagging anything certain to catch Megatron’s interest, before setting out, following the familiar sounds of Megatron’s voice, the feel of his spark.

All things considered, he was surprised to find Megatron in a small office, alone, and unguarded.  He could hear the unease consuming Megatron’s frame before he’d even entered the building; it only got worse from there. 

Megatron was slumped over some paperwork, pretending to be engaged in it, though he did look up when Soundwave came into his line of sight.  He didn’t bother feigning surprise, nor relief.  Though what it  _was_  that Megatron was feeling was a mystery to Soundwave.  Sorrow?  Anger?  Fear?  Shame?    He sounded civil enough when he spoke, at least.

“Soundwave.  It is good to see you.”

Soundwave could only nod.  He wasn’t so certain he felt the same.  His last moments spent alone with Megatron had not exactly ended well for him. 

Megatron hesitated, a flash of pain in his optics as his systems all failed him for just a moment.  What was  _that_  about?  “It is my understanding that Buzzsaw did not make it.”

It was Soundwave’s turn for a complete systems failure.  His lasted several seconds longer than Megatron’s, however.  In fact, Megatron seemed to disappear before him altogether.  He was back at the Autobot base, strapped to a medical slab, listening to the weakening gurgles of his helpless Symbiont, struggling to free himself with all his might. Failing to help the tiny mech he’d sworn to protect.

“My condolences,” Megatron added, dragging Soundwave back to this wicked reality.  He was at least surprised to hear worry in Megatron’s frame again.  That was something, he supposed.  “Are – are you all right?”

Megatron wasn’t supposed to stutter.  Megatron was strong.  Megatron  _needed_  to be strong.  If Megatron wasn’t strong, then Soundwave couldn’t be. 

He forced his frame to still, once the clatter of rattling armor reached his audials.  He had to be strong too.  He couldn’t disappoint Megatron.  Even if Megatron wasn’t deserving of his efforts.

He nodded, though Megatron was not convinced by it in the slightest.

“I would like you to – Soundwave?”

Soundwave had released a cable, reaching it towards the terminal at which Megatron was seated, until it dangled just above input jack, tendrils dancing over the sensitive circuitry.

“Do you have something to report?”

Soundwave nodded again. 

By this point, Megatron had surely noticed that Soundwave had not yet uttered a word, but he made no comment on it.  Instead, he moved from his chair to make further room, and said, “Very well then.”

Soundwave reveled in the momentary connection with the terminal, perhaps more than he ought to have.  It was a meaningless point of contact, a routine transfer of data with a machine, and yet, sharing any aspect of his confinement with Megatron, even so indirectly, seemed to fill his spark with a presence that it sorely lacked.  He didn't have to be alone anymore; soon Megatron would know, at least the things that Soundwave had chosen to show him.  And that was more than he'd had before.

The transfer was over before he knew it, and a gentle prompt from Megatron even reminded him to remove his cable, once he'd spent several minutes staring blank-faced at the monitor, lost in his own empty mind.  This was embarrassing.  How far-gone  _was_  he?

“Thank you, Soundwave.  You are the only mech I know who could take such a tragedy, and turn it into an opportunity to promote our own ends.  You’ve done well.”

Even after all this time, after everything he’d been through, Megatron’s praise still served as his drug.  A flicker of triumph danced through his frame, though guilty images of a dying yellow bird were quick to stomp it out.  Soundwave bowed his head, and waited for Megatron to continue.

“Your old position is still open to you, if that is your desire, but I understand if you need to take it easy for a while.  I know how much he meant to you.”  Soundwave cringed, clenching his fists.  Megatron, of course, noticed, and fumbled to remedy his error.  “Deadlock has been filling in in your absence.  He will be most pleased to relinquish your tasks back to you.  Please speak to him, whenever you feel you’re ready to return to work.”

Again Soundwave nodded.

By this point, Megatron very much looked as though he wanted to comment on Soundwave’s silence, but wisely, he kept his mouth shut.  He waited for a few moments, though what it was he sought, Soundwave didn’t know.  There was a time he would have.  How far apart they’d grown.

Whatever it was he was looking for, he didn’t find it.  Instead, he let his frame sink in a disappointed sigh, and said, “You are dismissed.”

Once more, Soundwave could only nod.

~~~

Soundwave spent the rest of the day in a listless daze, ignoring all attempts at conversation from all save his own Symbionts.  He wasn’t up for talking about his experiences.  It was bad enough that he had to relive them every time his mind found itself with nothing else to focus on.  Recharge especially, was hellish.  In the end, he spent his first night back, curled in a sad bundle of sharp angles on the floor, while Ravage, Rumble, and Laserbeak draped themselves over his frame, sharing in his sorrow, trying their hardest to offer consolation. 

It didn’t help.

He needed to work.  It was all he had – the only thing that could get his mind off of what he’d lost.  The next day, he approached Deadlock in the surveillance room.  The terminals were not so advanced as his own in Kaon had been, but they’d do.  Deadlock himself had appeared quite excited to see him enter the room, stepping over loose cables and around seven different overheating machines to reach him.  Surveillance was much harder for a mech that hadn’t been built for it.

“Soundwave!  It’s good to see you!” he chirped.  Soundwave didn’t respond, instead choosing to stare at the small mech, urging him to continue.

“Right, err.  Lord Megatron told me to brief you on what’s been happening in your absence.  Our losses in Nyon and Kaon pretty much changed the face of the war for us.  We’ve had to split our forces between the two, holding a defensive line in Protihex, while we focus the brunt of our strength on kicking the Autobots out of Kaon, and –“

Soundwave held up a hand.  He knew this much already.  Which left Deadlock at a bit of a loss.  He fumbled to explain something that Soundwave  _didn’t_  already know, to little success.  The Decepticons had not been incredibly active in Soundwave’s absence, devoting most of their efforts to rebuilding rather than conquering.  The best he managed was to confirm a few deaths that Soundwave had already suspected – Dreadwind, most of the Stunticons, nothing too important or exciting.

But then, there were the codes – the ones Soundwave had purged from himself in order to prevent the Autobots from accessing them.  With a quick data transfer from Deadlock, they were his once again.  He had power. He had information.  The Autobots could try to hurt Ravage or Rumble or Laserbeak to get it out of him.  He couldn’t have this!  He had to get rid of it!

It wasn’t until the third time he’d wiped the codes clean from his memory that Rumble and Ravage were able to pop out and convince him that there was nothing to fear – that he was safe, that the Autobots were far away, that they were here and safe.  And even then, he’d had to manually abort a forth wipe afterwards. 

It was Soundwave’s job to know everything – a fact that made him invaluable to both sides.  He’d have to come to terms with that soon if he ever wanted to get his life back to normal.  But Buzzsaw’s face continued to haunt him, awake and asleep.  He could never again allow himself to be in a position where someone might use his Minicons to get what he knew.

And as there was no way to completely ensure that he avoided ever falling into enemy hands, he’d simply have to create a kill switch – a means of deleting all data he held within him in the span of a few seconds.  His Minicons would hold back ups just in case, but being able to render himself useless would be the best gift he could give.  He got to work on that right away.  It helped to take his mind off of his distress.

The rest of his life was devoted to analyzing the remaining intel he’d stolen from the Autobots – sending Perceptor’s notes to Shockwave and his crew, Jetfire’s correspondence to Starscream, creating medical profiles of the Autobots, as he had with the Decepticons before, should they come in handy.  The going was fast when he forsook sleep.  Ravage and Rumble protested, of course, but Soundwave  _couldn’t_  sleep.  All he heard, all he saw, once he allowed himself to drift off, was one little Minicon, slowly bleeding out all over the floor, begging him for help, sobbing into the void. 

It was unbearable.  He’d already lived through that nightmare once; did he really need to live it again and again and again?

And so, he kept working.  He observed everything, regardless of whether or not it was important.  After three days, Ravage and Rumble persuaded him to let them scout off-base, but Laserbeak stayed docked to his chest at all times.  He was the only one who had been there to witness Buzzsaw’s end, the only who could truly understand Soundwave’s own agony.  But though his coding demanded that he soothe and comfort his distressed Symbiont, Soundwave couldn’t manage to muster up the feelings, no matter how hard he tried.  They really were quite the pathetic pair.

On the fifth day back, he heard the beginnings of a War Council meeting.  He didn’t feel incredibly up for discussing war or strategy, but staying alone in his room was worse – especially with how little information was coming his way.  And though he refused to admit it, he missed Megatron. 

He’d been surprisingly understanding upon Soundwave’s return.  Soundwave had expected derision, anger, a lecture at the very least.  What he’d gotten was . . . he wasn’t quite sure.  It was the most solemn Soundwave he had ever witnessed Megatron.  Was it guilt?  Did Megatron feel guilt for his actions?

Preposterous!

Or perhaps not.  He certainly was acting strangely enough.  Soundwave honestly didn’t know what to think about that.  He had always admired Megatron’s conviction, and yet, lately, he’d been making so many terrible decisions, frequently with disastrous consequences.  It was high time he became self-aware enough to admit it. 

Pondering over it would only cause stress.  It would be best to go to the source.  And Ravage and Rumble would be glad that he got out of the house.  Laserbeak could use some fresh air too.  He ran a gentle finger along his wingtip, though Laserbeak gave no reaction.

Yes.  It would be good for Laserbeak.

~~~

Fifteen surprised faces greeted Soundwave as he arrived in the crowded storeroom.  It was the same War Council he remembered – no new faces, but plenty of missing ones, whether due to death or transferral.  Megatron was there of course, Starscream and his trine, the Combaticons, Skyquake and Dreadwing, Deadlock, Scorponok, Shockwave, and Hook rounded out the rest.

“Soundwave!” Megatron’s warm, relieved voice greeted, mercifully drawing all attention away from him.  “It is good to see you up and about.  Come, take your place,” he motioned towards the air to his right.  “We were just about to discuss that Intel you gathered for us.”

Wordlessly, Soundwave did as he was told, ignoring smug sneers from the Combaticons, a dark glare from Starscream.  He wasn’t here for them; they were inconsequential. Megatron was the only thing he could focus on; somehow, seeing the confident look in his eye could transport Soundwave far, far away.  He moved to stand at Megatron’s shoulder.

“As you all are no doubt aware, Soundwave was recently held captive by the Autobots.  But despite his unforgiving situation, he was able to turn misfortune on its head, hack the Autobots’ database, and bring back with him a fountain of highly classified information”

“Wouldn’t have gotten back at all if it wasn’t for me,” Starscream muttered, though Megatron didn’t seem to hear.

“To begin with: we all know that a traitor sold us out to the Autobots – informed them of our attack on Nyon.  Soundwave’s intel reveals this traitor as Octane.”

The reactions across the crowd were varied.  Whispers of disgust were exchanged between Deadlock and Hook, the gathered Seekers made a show of being shocked.  Much to Soundwave’s surprise, Onslaught, with his ever-present ‘I told you so’ attitude, had nothing to say.  Starscream, however, seemed more than willing to take up the mantle.

“Octane?  Our former financial officer?  The one you had turned into a triple-changer against his will for daring to second-guess your schemes?  I simply  _can’t_  believe it!”  The dramatic arm flung over his brow might have been a bit excessive, but Starscream’s point was clear to everyone present.

“Yes, Starscream.  I am aware of my own role in this, thank you.” Megatron rolled his eyes, taking the stab at his pride with an unprecedented grace.  “I failed you.  I have acknowledged this.  But I refuse to allow a setback of this nature to destroy us.  And while I cannot speak for the rest of you, let it be known that, while I am not without fault here, I very much would enjoy taking vengeance on our little traitor.  Personally.”  He clenched his fist in illustration of his words.

Soundwave didn’t know how he felt about this  _either_.  Life was too overwhelming and confusing these days for much comprehension to find him.  What he  _did_ know, was that he’d had more time to mull over this particular tidbit than anyone, and yet Octane’s betrayal was still as surreal as ever.  Octane had always treated him well, even when there’d been nothing in it for him.  He’d wished Soundwave well when he parted with the council, and had even extended the same kindness to the Minicons.  It hadn’t been a lie.

How then, would Octane react knowing his actions had indirectly killed Buzzsaw?  Would he care?  Could Soundwave really blame him?  The speculated reasoning behind his departure was understandable. 

And yet, try to come up with a solution though he might, Soundwave’s processor kept stalling out around the word ‘Buzzsaw,’ and he’d never reach his resolution.  And what did it matter if he did or did not?  Whatever Megatron decided for them would be absolute.

“I understand that no one has seen our traitor since the fall of Kaon, but if one of you  _do_  happen upon him, bring him to me – alive, if possible. If not, then that’s a shame, but I am done with jeopardizing my soldiers for personal vendettas.”

Megatron’s actions had driven Octane to the Autobots.  Octane had fed the Autobots the information that had gotten Soundwave, Laserbeak, and Buzzsaw captured . . . captured, tortured, killed . . . Was it Megatron’s fault?  Was he to blame for Buzzsaw’s horrific death?  On the floor.  Sobbing weakly.  Dying.  Slowly.  Suffering . . .

Megatron was still talking, but for once in his life, Soundwave had stopped listening.  Megatron was to blame.  Megatron had betrayed him – had promised a better future for the Minicons.  And instead, all he’d brought was death.  But if Megatron was to blame, then so too was Soundwave, and Starscream, Shockwave, Ratbat, Blaster –  _everyone_.  It seemed that the entirety of the world had converged around Soundwave, conspiring for the horrific annihilation of everything he’d ever cared for.  What was he doing here?

Something brushed Soundwave’s field – foreign, yet familiar.   _Everything will be all right.  I’ve got you._   He would have thought the message of love and tranquility to be from his Symbionts, had he not known better.  This was an outside influence, a foreign energy field, one he knew only too well.

Megatron.

 _Megatron_  was showing him compassion.  In front of others, invisible though his action was.  It was somehow very wrong, and very much appreciated all at the same time. Soundwave resisted the need to step closer, to reach out, to indulge in that peaceful, safe field like a warm embrace, and instead tried to turn his attention back to the meeting.

Shockwave was speaking, a flicker of worry in his expressionless optic.  “I have, Lord Megatron, at your request, analyzed the information in Perceptor’s journals.  And I have determined my own findings to be congruent with his. 

“Measuring the newspark yield rates at the Well of Allsparks is impossible from our current position, but I have been measuring the off-shoot wells within our own territory.  My results show that, for the last three years, there has been a steady decline in newspark yield at each of our wells, to an alarming degree. 

“I’m afraid there is not enough data to make any long-term predictions, but at the moment, there is nothing to disprove Perceptor’s hypothesis that our increased drain on the planet’s resources, particularly the energon supply, is having a detrimental effect on Cybertron’s ability to produce new life.

“Of course, further tests are warranted, but I have been speculating much the same for years now.  It may not be unwise to consider planning off-world ventures to secure further resources.”

“ _Still_  trying to get your space bridge?” Onslaught groaned, then flinched immediately afterward, as though remembering his new place in the hierarchy. 

Megatron, however, appeared less concerned about the threat than Soundwave had anticipated.

“Interesting.”

“Interesting?” Starscream scoffed. “Oh yes!  The future of life on Cybertron itself hangs in the balance, and all you can think to say is ‘interesting?!’”

“What more is there to say, Starscream?” Megatron replied, pressing a hand to his brow, before turning to Shockwave.  “How long would you say we have left before the wells run dry?”

“There is not enough data for a clear answer.  Three years is not very long at all.  There is a possibility that this anomaly has been a fluke, and nothing more.  However, if the wells were to drain at a consistent rate from here on in, then I’d speculate that new life on Cybertron would cease to exist within the next . . . century, if not sooner.”

A stunned silence fell over the gathered mechs.  Even Soundwave was surprised.  He’d known about Perceptor’s findings, of course, but he’d never imagined that the current generation of Cybertronians may well be the last.

“But it’s just speculation, right?” Deadlock forced a laugh.

“It is,” Shockwave acknowledged.  “But as I said, this data correlates with other observations I’ve made over the state of the planet.”

“But why?” Brawl cried.  “We’ve lived here for millions of years!  Why would the well dry now?”

 _Because Primus is angry with us._ Soundwave dismissed the thought.  Primus had nothing to do with it.  And indeed, Shockwave was quick to explain.

“With regard to my other research, I have determined that, in order to stay ahead of the war effort, both Autobots and Decepticons alike are mining more energon than ever, which is the same resource that supports life in new sparks.”

“We’ve had big wars before,” Brawl insisted again.  “And we’ve always been fine.”

“Actually,” Scorponok, usually so silent in these meetings, was now venturing what he knew.  “Times of war have always been associated with a sharp decline in spark yield.  We actually have not yet completely recovered from the Quintesson Wars.  They not only took a big toll on the wells, but with the subsequent loss of space bridge technology, Cybertron was no longer able to mine energon from other planets, which greatly increased our personal consumption. 

“This is a problem that the Senate has long been aware of, but even  _we_  didn’t think it would progress so quickly.”

“So we lower our consumption then,” Deadlock suggested.

“And increase the Autobots' advantage over us in the process.”  Onslaught’s tone was bitter.

“We may wish to draft a treaty with the Autobots regarding energon consumption,” Blast Off suggested.

“Fat chance!” Hook scoffed.  “We’re not exactly in a position where we can afford to cut back.  Especially after losing Kaon and Nyon.”

“This is the future of our planet!” hissed Deadlock in return, red optics ablaze.

Scorponok held up a thick hand, preparing to interject again.  “If I may, as I said before, the Senate knew about this for a long time.  Some senators, myself included had been taking steps towards finding alternative solutions to the problem.  I know that Vos had long been seeking an alternate source of energy.”

All eyes shot to Starscream.  “Yes, yes,” he groaned.  “Up on Trypticon station.  Which, I might point out, is somewhat difficult to reach if you can’t break atmosphere.”

Blast Off folded his arms impatiently.  One shuttle, standing right here.  And Soundwave had seen Astrotrain around base, which made for two space-worthy vessels.  How convenient!

“Okay, so we  _can_  get there, at least.  But I have no idea what exactly it was they were looking into.  I didn’t exactly major in science.”

“We’ll look into it,” said Megatron, bringing an end to that line of conversation.  “What else do you have?”

“Before the war, Helex had been a primary producer of drones.  While not ideal mechs, they could potentially make a decent vessel for a spark.”

“And where, Scorponok, are these sparks going to come from?”

“I happen to know that Senator Ratbat was experimenting with spark splicing to some success.”

“Spark splicing?” Brawl asked. 

Megatron was merciful enough to not cast a glance back at Soundwave, but neither Shockwave nor Scorponok were so kind.  It was Scorponok who spoke, however.  “It is the process of taking one spark, and dividing it into several.  If Cybertron cannot make more sparks, then at least we can multiply what we have.  I believe that between these two processes, we could potentially keep our forces sizeable.”

Soundwave didn’t like this plan.  In fact, he hated it so much, that he forgot to be upset about Buzzsaw, for just a moment.  His frame was vibrating with a hot rage, fists clenched of their own accord, and plating rattled softly.  But he had no grounds to protest.  They had to do what they had to do.

Megatron’s calming field stretched further, wrapped around him, ensconced him within its warmth.  He no doubt knew that Soundwave was upset, and exactly the reason for it as well.

“If it comes to that, then we will do what must be done, but I would prefer we focus on bolstering our forces naturally for as long as we can.  Unfortunately, with Iacon, and the primary Well of Allsparks firmly in Autobot clutches, I’m afraid we are at a disadvantage.  I believe we need to reclaim Kaon, and our other forsaken territories, ignore Nyon for the moment, and instead focus on liberating hot spots.  Does this sound fair?”

There was a general grumble of affirmation from the onlookers.

“Good.  Then Starscream – you and Blast Off work out what we’re going to do about – what did you call it?  Trypticon Station?”

“Yes Sir.”

“Scorponok, Shockwave – get together with the Constructicons, and see if you can’t find us some alternate sources of energy.  Feel free to look into these ‘artificial Cybertronians’ of yours too, if you feel so inclined.  But I don't want you experimenting with spark splicing at the current time.

“Onslaught, give the go ahead on that attack on Kaon.”  He rose to his feet, a look of determination in his eye.

“And so ends the 431st meeting of the War Council.”

~~~

Soundwave tried to return to his duties that night, for all the good it did him.  He couldn’t focus.  Meaningless sounds and images flitted through his head, vanishing into nothing before comprehension could take hold.  He was staring at a screen, too overwhelmed to think of anything, focus, absorb. 

He did not know what caused it – perhaps the unsettling nature of the afternoon’s council, and how close it had drifted to his past?  Or perhaps it had been the uncharacteristic way in which Megatron had cared for him, leaving Soundwave craving his comfort all the more.  Maybe he’d just come to the end of his rope.  All he knew, was that he could not go on like this.  It was time to talk to Megatron.   _Really_  talk.

He hoped he could manage this time.

Nobody bothered him as he made his way across base, sauntered into Megatron’s office, grabbed his hand, and dragged him, surprised but acquiescing, out the door and into the night air.  A nearby junkyard would suit his needs, as he tucked the two of them away behind a mound of scrap metal, out of sight of the guards on the wall.  It was here, now that they were firmly settled in, that Megatron dared to speak up.

“Soundwave, what is all of this?”

He had meant to answer, meant to give Megatron a long and detailed explanation.  And yet, the words were gone.  What had happened to them?  He could see them in his mind – _I can’t live like this anymore_ , but each and every one fizzed out of existence the moment they hit his vocaliser.  Was this nerves?  Was this some kind of hardware/software error?

Instead, he maneuvered himself into Megatron’s lap, burying his face in that broad chest – creating a lovely mirror image of the emblem engraved there.  His delicate fingers found their way to Megatron’s shoulders, and dug in, desperately pleading for comfort, for answers, for  _anything_  Megatron could give him.

And as always, Megatron’s gift was more words.

“I’m sorry, Soundwave,” he said, but once the phrase escaped his mouth, Soundwave could hear his spark clench, plating retracting in a sharp flinch – that had been the wrong thing to say, at least as far as Megatron was concerned.  He tried again.

“No.  I have no right to apologize to you.  That’s all I ever seem to do, isn’t it?”

Soundwave dug his fingers in tighter, involuntarily, though his meaning was translated to Megatron anyway.

“I – No, this isn’t about me.  I won’t make this about me.  This is about  _you_.  You’re the one who was taken, you’re the one who suffered, and it kills me that I played no small role in that.  I shouldn’t have gone out there, shouldn’t have asked  _you_  to go out there – heh, more like manipulated you into it.  And that’s to say nothing of . . .  _manipulating_  you into sleeping with me.”  He laughed bitterly, wrapping his arms around Soundwave, and holding him close.  This was everything Soundwave wanted to hear, and yet somehow, he felt worse for it.  He didn’t want Megatron to apologize.  He didn’t want Megatron to be wrong, or to make mistakes, even though it was something he was very good at. 

What he needed right now was  _Megatronus_  – that invincible, idealistic revolutionary – a brave warrior, who never backed down, whose words and spirit had held all of Cybertron in a captivated awe.  But that mech had died long ago, and the shallow imitation left in his place, ironically, was a mech of Soundwave’s own creation.  He hated this.  He needed this.

“Just one more wrong I’ve inflicted on you.  I treated you no better than Starscream.  You didn’t deserve that.  I  _knew_  how much that moment meant to you, and I betrayed you, betrayed your trust, hurt you in ways I’d never thought myself capable of.”

Soundwave shook his head against Megatron’s chest, clawing his fingers into those shoulders, and wishing that they were less armored, wishing he could make it hurt.  Then again, judging by the way Megatron’s frame wilted, it just might have.

“I’m making this about me, again,” Megatron sighed.  “It’s always about me, what I want – my pain, my weakness, my fragged up head.  I’ll stop.  I’ll be whatever it is you need me to, Soundwave.  You deserve that much.”

Soundwave wriggled in his grasp, until those arms loosened, granting him the room to look up into Megatron’s face.  He thought very long and hard about what he wanted to say, what he wanted from Megatron.  But when it came time to give voice to his thoughts, only one, ambiguous word came out. 

“Home.”

“Home?”  Megatron cocked his head, narrowing his optics as he tried to parse the meaning.  It was irrational, but it hurt.  He’d always been so good at understanding Soundwave in the past.  But how could he understand Soundwave, when even  _Soundwave_  didn’t understand?  Perhaps he’d been hoping Megatron could figure it out for him.

And maybe he was in luck.  The confusion on Megatron’s face melted away, leaving him contemplative.  A clawed hand began to idly trace the contours of Soundwave’s back plating. “Home . . .” he said again, more reflective this time.  “I wonder, Soundwave, what you consider ‘home’ to be.”

Soundwave had no answer to that, but Megatron was content to continue.

“For me,” he said, “home was that house in District Eleven – flimsy, cramped thing that it was.  Home was . . . you, and Laserbeak, and Ravage, Rumble, and Frenzy, and Buzzsaw. I’ve lived in many places, but  _that_  was the only place I ever felt truly happy.”  His chest bounced in another bitter laugh, which vibrated through Soundwave’s own frame.  He felt much the same, didn’t he?  

His closet in Ratbat’s tower had never been home.  It was just the location in which a mech who shared his name, his frame, his spark, had been set to dwell.  His home in the Underground had been a little better, but though it had been full of many fond memories, it dulled in comparison to his time spent living in Megatron’s house.  He longed for those days.

“Destroyed,” he said, bitterly.

“Yes,” Megatron agreed.  “Long before I demolished it.”  He paused for an extensive moment, claws tightening against Soundwave’s frame, as though reliving the memory of pummeling that weak building into scrap.  “I don’t know when it was.  When Optimus came to us?  Or perhaps it was Frenzy’s death, that truly destroyed our home.  But it’s gone, Soundwave, and we’ll never be able to reclaim it.  That building was just one more bitter memory dragging me down.”

Soundwave nodded, burying his head in Megatron’s chest once again.  “Coliseum.”

“Is that where you felt at home?”

Soundwave shook his head, willing the words to come to him.  “Alive.”

A happy purr rumbled from Megatron’s engine, through Soundwave’s frame.  “Yes.  Me too.  I never felt quite so alive as when I was fighting for my life.”  His claws tightened again, before resuming their previous motions, exploring the tight lines and sharp spires of Soundwave’s backplate.  “I miss it.  More than anything else about my old life.  Even our home. 

“Life was easier back then.  Unjust, yes, but easier.  For mechs like us at least.  Pit, it still  _is_  easier for mechs like us . . . when compared with  _them –_  the weak _._ ”  This time, his claws dug in enough to hurt, though Soundwave made no protest.  He liked the pain.  Physical damage was something he understood, something he knew how to cope with.  It was familiar, and, in a twisted way, comforting.

“But I suppose there’s no going back.  We made our choices, and they led . . . here.  What has become of us, Soundwave?  What has become of that future we dreamed of?”  He leaned back into the junk pile, dragging Soundwave with him, and for a long moment, they lay like that, no words exchanged between them.  Soundwave allowed the vibrations of Megatron’s mighty engine to carry him off, far away from this grim reality, to a light dream of a better time.

But he did not doze for long.  It was Buzzsaw’s face, in the dream.  It should have been lively, laughing, joking.  But when he faced Soundwave full on, allowed Soundwave to see what had become of him . . .

He had no optics, merely empty, hollowed sockets.  Half of his cranial casing was gone, allowing bits of his brain module to show through.  Energon, dulled by hours of exposure seeped from the wound, down his head, his neck, his wings.  His beak was wide open, forever capturing his horror, and all the while, his engine slowed and sputtered, until it gave out altogether. Soundwave jolted awake, to Megatron’s arms tightening around him, holding him in place.  He was here.  He was safe.

“Soundwave?”

Soundwave shook his head, his fingers scrambling across Megatron’s chest, searching for something to hold on to.  When Megatron’s relinquished a hand to meet them, they seized the opportunity to cling tight, like a whimpering newspark’s would.  Soundwave couldn’t bring himself to care.

A few minutes more passed like that, though Soundwave was far too shaken to fall asleep again.  He couldn’t live like this, couldn’t go even five minutes without Buzzsaw’s death haunting him.  He wanted it to stop.

But maybe it could.  Maybe, it was time to make a few changes around here?

“Megatron,” he said, causing Megatron to stir.  Had he drifted off? 

“Don’t feel you have to talk, if you’re not up for it.”

He shook his head.  Nothing would change if he took no action.  He had to do  _something_.  Where were his words?

“Megatron . . . request.”

“Yes?”

“Soundwave . . . fighting . . . no.”

“You don’t want to fight anymore?”

Bless Megatron for making sense of his jumbled, incoherent sentences!  Soundwave nodded.  It was too dangerous.  It was too easy to lose himself, when he was in battle, to lose his wits and his common sense.  It was too easy to lose his Symbionts.  If he’d only stayed home, Frenzy and Buzzsaw would still be alive.  Their deaths had already hurt him so much.  He couldn’t imagine losing another.

And that was to say nothing of how dangerous it was to risk allowing  _himself_ to fall into enemy hands a second time.  He somehow doubted that Optimus would be so friendly on a subsequent capture.

Alas, this time, Megatron seemed less willing to understand.  “But, you love fighting.  It’s who you are.  It brings you to life.  It’s your passion, your drive, your fire.”

“Affirmative,” Soundwave acknowledged.  “But . . . Soundwave needed elsewhere.”

He felt Megatron’s fists clench again, but reluctantly, each shivering digit forced itself straighten out, to relax.  This was not about Megatron.  This was Soundwave, deciding for himself.  He’d earned that right at least.  Megatron had said as much.

“Very well.  I will not make you fight.  You may do as you see fit.  Besides,” he chuckled.  It  _nearly_  sounded genuine, “The Autobots will not be able to invade us again so easily, if you are here to protect the base.”  That was true, at least.

But this wasn’t all that Soundwave wanted.  There was one more thing, though this one was impossible to vocalize.  He wouldn’t bother trying.

“Megatron?”  He deployed one of his cables, allowing it to slither up along Megatron’s frame, until it too wrapped itself around his trapped hand.  “Request.”

“Another?” he said, his eyes fixed on the tendrils which wiggled invitingly from the tip of the cable.  Soundwave couldn’t recall the last time he’d seen Megatron look so unsure. He gave the cable a deliberate wave, willing Megatron to get the message.

“How exactly does this work?” he asked, still transfixed by the appendage he’d seen so many times before – usually jacked into a computer terminal, or otherwise used to inflict damage, but never used to transfer data to another bot. 

Soundwave didn’t feel up to explaining, but he relinquished Megatron’s hand, moving his cable downwards, until it found the bottom edge of Megatron’s chestplate.  A few tendrils tried to make their way through the gaps.

“Very well, Soundwave,” he said, after a moment’s hesitation proved he would get no satisfactory answer.  "Show me what it is you want me to see.”

And so he did.  His tendrils found their way through to Megatron's protoform, and burrowed themselves into his circuitry.  It wasn’t the most elegant way to transfer data, but with their hardline connection, Soundwave could share more than mere visuals, more than words and numbers.  A hardline connection was a more sophisticated process, which allowed him to put himself into Megatron’s head, or Megatron into his own.

It took half a second to find the memory clip he wanted.  Within another, they were lying down, secured to a medical slab, in a dark room, miserable, scared.

“Soundwave?  What is this?”

_He could hear the footsteps in the hallway, the fumbling with the passcode at the door.  Soundwave was completely unsurprised to see Sandstorm enter the room, carrying a caged Laserbeak and Buzzsaw in-hand._

_He'd spoken to Soundwave, threatened Soundwave, threatened Soundwave's Symbionts, tried to force Soundwave into betraying the Decepticons.  And Soundwave had refused, his processor throwing itself into a jumbled feedback loop, as it tried to choose between two equally devastating options._

_Displeased with Soundwave's lack of answer, the Autobot had grabbed Buzzsaw by the head, crushed that delicate helm in the palm of his hand, dropped his limp body to the floor.  Soundwave (and Megatron with him) struggled madly against the bonds that held him, destroying his own frame as he tried vainly to reach Buzzsaw._

_It was Laserbeak who freed himself.  Laserbeak who took out Sandstorm.  And with their tormenter gone, the two of them had been left alone, to listen to Buzzsaw's slow suffering._

Soundwave kept them trapped in the memory file the full three hours it took for Jazz to come in, to collect Buzzsaw, to carry him away to succumb to his wounds.  Megatron had remained silent through it all.  Even after Soundwave cut the memory file and withdrew, he didn’t speak.

Megatron wanted to make amends.  He could start by carrying Soundwave’s pain.

“Soundwave,” he croaked, once he found himself capable of speaking.  His voice was shaken, spark racing, as he continued.  “I – I’m – Buzzsaw – he was so small, and –“  His fists clenched suddenly, fire and fury in his eyes.  “That Autobot monster will pay for this!”

Soundwave moved his cable to Megatron’s trembling fist, entangling it, squeezing, and then, once he had Megatron’s attention, he shook his head.

“No?  It’s not revenge you seek?  Then what, Soundwave?”

For a moment, Soundwave feared he wouldn’t be able to answer this most important question.  If he couldn’t find the words, then he’d have forced Megatron to live Buzzsaw’s last moments for nothing.  He needed Megatron to understand. 

He needed to be free.

“Remember.”  He was surprised that he’d been able to produce anything at all.  And he was glad.  Maybe now this affair wouldn't be in vain.

“Remember?  Soundwave?  What are you –?”

One more time, Soundwave had stopped listening.  Instead, he was pulling up that cursed memory file, the one that had overtaken his life, that was destroying him one moment at a time.  He didn’t want to forget – then Buzzsaw  _truly_  would have died alone.  But so long as at least  _one_  person remembered, he could convince himself that he was allowed freedom and peace of mind.  It was enough to know that Buzzsaw was dead; he didn’t need to know the horrid details.

And so, he began to delete, wiping each and every second of that memory file from his mind. 

“Soundwave?  What are you doing?!”

He felt Megatron’s hands tighten around him, felt himself pulled closer, felt Megatron seat him up, shake him – but he did not stop.  He had to free himself.

It took a mere ten seconds. 

. . .

Soundwave felt as though a huge weight had been lifted from his chest, though he wasn’t sure why.  His frame ached; Buzzsaw was gone.  The realization didn’t hit Soundwave quite so hard as it should have.  It was likely Buzzsaw’s death he’d just transferred to Megatron and deleted, then.  But why would he do such a thing?  How bad would it have needed to be?

A wave of dizziness overcame him.  Who’d have thought that wiping several hours’ worth of memory would be so exhausting?  If he had not already been held tight in Megatron’s arms, he would have slumped over for sure. 

“Soundwave, you idiot.  Why would you do that?”

Megatron sounded damaged, haunted, terrified.  Soundwave wouldn’t have imagined it possible to hear such weakness in that usually-so-confident voice.  And yet, here he was, practically weeping.  “Don’t scare me like that ever again.”

‘Like that?’  Had it really been so scary?  What was wrong?

“Megatron: Soundwave is fine.  Energy levels at twenty-two percent.”  How had they fallen so low?  What kind of state of mind would he have needed to be in, to result in such negligence?  He didn’t feel like there were any major projects that required his attention, and he didn’t want to think of any alternative reasons to be so careless.  “Recharge: required.  Apologies.  Did not wish to upset you.”

Megatron had some sort of scathing reply to that, but Soundwave didn’t hear it.  He was already out cold, lulled to sleep by Megatron's firm embrace, and his own exhaustion.

 


	26. What's in a Spark?

**Summary for the Chapter:**

> Megatron and Soundwave finally take the time to sort out their mess of a relationship. Then the war happens.

A cool breeze kissed his plating, warm arms held him fast in place.  That was how Soundwave woke, still held in Megatron’s embrace, sad and strangely empty, but feeling better than he had in months.  Megatron himself was still asleep, passed out against the same junk pile that Soundwave had dragged him to the previous night.  Catching the warlord asleep was a rare sight these days, one that Soundwave intended to savor.

With his head pillowed by Megatron’s broad chest, he could see little beyond scuffed silver plating, scrap metal, and far off, imposing walls.  He had no need to find a better vantage point, however, instead choosing to feel, to listen – to the steady thrum of that high-performance engine, the uneasy pulse of a dreaming spark, the steadfast warmth of the frame beneath him, despite the biting chill in the air.  He found his thoughts drifting back to last night’s conversation about home; this experience, this memory, would be perfect to incorporate into whatever new home he was trying to build from the ruins of the old.  He would not have minded waking up every day in such a manner.

Nimble fingers trailed across the thick metal of Megatron’s chestplate, drinking in the sensation, the heat that emanated from within, the grain that formed its structure, each and every battle scar, the soft vibrations as his engine worked away.  It was peaceful bliss that could have extended to eternity.

But Soundwave was not so lucky.

The arms that encased him suddenly held tighter, as though desperate to cling to reality.  Soundwave responded by letting his calm, content field roll over Megatron in soft waves. 

_It’s all right.  I’m here._

His grip loosened, and two bright, red optics flickered online, taking a moment to drink in reality.  As ever, Megatron was quick to regain full awareness.  “You are cruel, Soundwave, you know that, right?”

Soundwave didn’t feel particularly cruel, but Megatron would not have said such a thing if he didn’t believe it.  Soundwave tilted his head, questioning.

“Some warning would have been preferred.  I had no way to know what you were doing.  You just . . . went stiff in my arms, and your visor started flashing data and images at hyper-speed and . . . and you wouldn’t respond to anything . . .  After what you’d just showed me, what was I supposed to think? 

“I don’t know the extent of your capabilities.  I didn’t know if you’d found a way to . . . to self-terminate, if you were crashing your drives, or erasing memory files . . . I’m still not entirely sure what it was you did, though whatever it was, its effect was immediate.  You appear to be much better . . .” he trailed off, fixing Soundwave a scrutinizing stare for a moment, before adding, “You  _do_  feel better, don’t you?”

“Fuel levels: 19%,” Soundwave responded, allowing his vitals to flicker across his visor for a moment.  Megatron did not appear pleased by what he saw.

“You haven’t been refueling,” he observed.

“Affirmative.  Though reasoning is not well-understood.  Speculation: relating to six-hour gap in memory file during imprisonment, and additional momentary gaps in the time since.”

Megatron gave pause, taking a moment to fully absorb the information Soundwave had just provided.  “I see,” he said at last, dipping a claw beneath Soundwave’s chin, to hold his head in place.  It was an unnecessary gesture; Soundwave wasn’t keen on looking anywhere else.  “And do you suppose this negligence will continue to be a problem, Soundwave?”  His claw migrated upwards, trailing along the side of Soundwave’s helm, until he was cupping its right side, a thumb tenderly stroking at the edge of his visor.  “I understand what you’ve been through, believe me,” there was something haunted about the way he said those words that Soundwave couldn’t quite process, but he was left no time to dwell on it.  “I need you functioning at optimal capacity.”

Soundwave considered it.  Buzzsaw was still dead; dumping a few hours’ worth of memories didn’t change that fact.  There was still a gaping emptiness in Soundwave’s spark that ate at him, threatened to consume him in his entirety, urged him to give up, to lie down and let despair take over.  But at the same time, it wasn’t the worst he’d ever felt.  This wasn’t like Frenzy’s death; Buzzsaw hadn’t died while connected with him, and thus, he hadn’t been left with a confused and overworked body, trying and failing to function as though it still had life to sustain in one localized part of his frame. 

The repercussions of losing Frenzy had been hellish, for body and soul alike.  In comparison, Buzzsaw’s death was manageable.  He didn’t feel much like refueling, but he would; he had at least enough presence of mind for that much.

Slowly, hesitantly, he said, “Negative.  Soundwave: will be careful.”

And then, just like that, Megatron was holding an energon cube below his face, allowing its sweet fumes to waft through his olfactory sensors.  It had likely been emergency rations stored in his subspace, but its sudden presence was surprising, nonetheless.  “Drink up,” he said, and Soundwave was helpless but to obey.

Light as it was, even Megatron’s mid-grade rations hit his empty tanks like a bulldozer, leaving him feeling heavy and nauseous.  He could only stomach a quarter of the cube before he had to stop, a fact that Megatron took in impatient silence. Once he could take in no more energon, out of respect for Megatron’s wishes, he tucked the cube away in his own subspace for future consumption.  And then, when given no further indication to move, he allowed his head to flop back down on that broad chest. 

Indeed, the spark beneath thrummed happily at the contact.  It seemed that neither of them was in any great hurry to return to work.  Of course, it didn’t help that Soundwave couldn’t quite muster the energy required to stand unaided, but if he was going to be stuck lying around somewhere, he couldn’t think of a better place for it.

Megatron’s claws found their way to the unarmored protoform of Soundwave’s back, gently tracing the path of his biolights, his frame more at ease than Soundwave had ever heard it.  He was willing to bet that  _Starscream_  had never made Megatron this happy!  Speaking of . . .

He moved to speak, but Megatron got there first.

“How is Laserbeak, by the way?  I’ve noticed that you haven’t deployed him since your return.”

Soundwave glanced down towards his chest, where Laserbeak was still docked.  His spark was restless, scared.  An experimental prod through the bond was not enough to budge him from the safety of Soundwave’s frame.

“Status: functional, but stressed.  Inquiry: command – deploy?”  Laserbeak was about as happy as he could be where he was, admittedly, but Soundwave suspected he wouldn’t mind coming out to see Megatron.  And Soundwave wasn’t one to ignore an order either way.

“No,” said Megatron, “he needs his rest.  He flew straight back here; did you know that?  All the way from Nyon.  It’s a long way for a tiny bird.”

Soundwave had not known that.  He glanced down again, sitting up just enough to trail a light finger over the edge of Laserbeak’s wing.  He fit to Soundwave’s chest surprisingly well on his own, as though Shockwave had planned for one of the birds to meet his demise.  It was all too plausible to imagine. 

Megatron’s free hand came down over his now-trembling fingers, squeezing them in his firm grasp, reassuring.  With Megatron now in control, their hands traced Laserbeak’s tiny frame.  Through the bond, Soundwave felt his appreciative chirr.

“He never fails to impress me,” Megatron added.  “Always turns in superior work, despite his . . . disadvantages.  And somehow, I get the feeling that the appreciation is mutual.” Soundwave looked up at that, though Megatron’s attention was still focused on that slumbering frame.  “I’ve noticed that every time you’re in trouble, regardless of the current status of our relationship, he comes to me.  Won’t let up until I come running.

“It was the same this time.  Couldn’t have a moment’s downtime until I sent Starscream to collect you, and even then, he couldn’t quite grasp that I wasn’t coming through the ground bridge with them.

“ _You_  understand, don’t you?  Why I couldn’t come for you?” 

Soundwave did.  He didn’t begrudge Megatron for his decision, nor had he wanted Megatron to see him in such a vulnerable state – not again.  And the tiny, inconsequential part of him that said otherwise was quickly quashed down.  “Affirmative.”

Though, this did provide a nice lead-in for the subject  _he_  wanted to talk about . . . well, the subject he was obligated to talk about, at least.  “Starscream . . .” he said, though hadn’t quite thought of what to say afterwards yet.

The effect on Megatron was instantaneous.  He narrowed his eyes, his roaming hands stilled, a flicker of fury hit his spark, for just a moment.  “What about him?”

“Why Starscream?”  The two weren’t known for their ability to get along with one-another, and moreover, opportunistic as he was, it was a miracle that Starscream had bothered bringing back his greatest rival, orders or no.

“He volunteered,” Megatron admitted, deflating.  The hand on Soundwave’s back continued its descent, though stopped just short of anything lewd, resting indecisively against Soundwave’s hip plating.  “Had some very choice insults to hurl at me in the process.  I believe ‘coward’ was one.”  He shrugged, bringing the curious hand back up to rest at the base of Soundwave’s backplate instead.  “It surprised me, I’ll admit.  I’d have thought he’d want you dead.  I guess that shows how well I know him.”  He laughed bitterly.

“At fall of Kaon: Starscream saved Ravage.  Reasoning: not understood.”

“Is that so?” his eyes widened, in momentary surprise, but it was quick to leave him.  “Is there a reason you’re so keen to discuss Starscream?  I don’t suppose he put you up to this?  Asked you to put in a good word on his behalf?”

“Affirmative,” Soundwave nodded. 

“And what?  You’re trying to play matchmaker between he and I?  To what end, Soundwave.  We both know that won’t make you happy.”

Indeed, it would do quite the opposite.  He was grateful to Starscream for what he’d done, but he was long past the point of giving up on Megatron to appease him.  He’d already seen where that route led.  A data cable snaked out, wrapping itself around the hand at his back, and dragged it down, lower and lower, until it was firmly cupping his aft.  Megatron’s spark burst in a surprised ruckus, but he was quick to calm down.  He allowed the hand to feel its way around, exploring every curve, every seam.  Soundwave tried to keep his head level throughout, but he was already feeling dizzy.  He was fairly certain Megatron wouldn’t progress any farther than this, at least.  Not when his fuel levels were so low.

“Not giving up so easily, are you?” Megatron laughed.  “I’m glad.”

That was the truth, yes, but it was hardly the end of the matter.  Bitter though he came off, Soundwave had no illusions that Megatron was done with that stupid Seeker just yet.

“Megatron: inquiry.”

“Yes, Soundwave?”

{{ I  _do_ value the relationship; Starscream; and I share. }}  This clip was old, but still relevant, he was certain.  “Meaning?”

It took a long time for Megatron to find the answer, though a short time to lose his good mood.  With a heavy sigh, he stopped his hands’ exploring, lifting Soundwave from his chest as though he weighed nothing, and setting him down on the dusty ground beside him.  Soundwave had thought Megatron disgusted with him, for but a moment, but the arm that wrapped itself around his shoulders and pulled him in close, was reassuring.

“It’s . . . complicated.”  Understatement.  He let a chorus of ‘boos’ drift from his audio transmitters to let Megatron know just what he thought of that.  The response left Megatron terse, his movements stiff and formal. 

“He is . . . attractive,” he griped.  “And infuriating at the best of times.  Passionate, defiant, intelligent, cunning, ambitious – I know you won’t like to hear it, Soundwave, but he keeps me going.  He is fire – the sun – a magnetic force that has me trapped in his sway, that fills me with the inspiration to do better, press on, to  _win_.  He is not particularly warm nor empathetic, but he makes me feel alive in a way that . . . forgive my saying, you never could.”

Soundwave flinched away from the hurtful words.  He’d known all of this, or surmised at the very least, but hearing the confirmation from Megatron himself was the sharpest of blows.  And it was true.  Soundwave was, amongst a race of mechanical beings, essentially a robot.  He was good at following orders, good at observing, keeping the world around him running smoothly, but he could never go beyond any of those.  He was limited, in a way that other mechs weren’t.

The hand on his shoulder tightened.  “That’s not to say I don’t value  _you_  as well, Soundwave.  I wasn’t lying when I said I loved you.  He is fire, and you are the earth.  You’re a constant, reliable, calm, caring, steady.  You are everything that he is not, everything that I can never get from him.  In essence, you’re two sides of the same coin, I suppose. 

“And when I need what each of you has in equal measure, how can I choose between you?  Do I sacrifice the  _will_  to live, or the  _ability_  to?”

 _Selfish_.  It was selfish, but that was Megatron.  He’d long-known that only thing the mech could consistently care about, was his own interests.  But Soundwave didn’t like the idea of being caught up in it all.  Megatron may have been perfectly content to pursue both Soundwave and Starscream (and whomever else along the way), but the same could not be said of either of  _them_.  If there was one thing that Starscream and Soundwave both had in common, it was their jealous streak.  Neither would be satisfied until one of them won out, and Megatron wouldn’t be satisfied unless he had the both of them.  What a conundrum.

“Honesty: appreciated.”  He wasn’t sure what else to say.  He didn’t know how exactly to feel.  He wanted Megatron: good.  He  _had_  Megatron: good.  But he also had to  _share_ Megatron with Starscream: less good.  But inevitable.  He’d  _been_  sharing Megatron from the moment they’d met.  It wasn’t going to stop now.

“Is this all right by you?”

_No._

“Affirmative.”

Megatron leaned down, planting a kiss against Soundwave’s crest.  “I am glad, Soundwave.  I believe the two of you could be quite the force, when working together.  It will be great to put the bickering behind us and begin a new chapter of our lives; don’t you agree?”  He crawled to his feet, and then, without prompting, took Soundwave’s arm in hand, helping him to his feet.  He offered Soundwave another kiss, to the side of his vents this time,

“Go rest, Soundwave.  We can sort all of this out later.  But you’re barely upright, and I need to return to my duties.”

Soundwave couldn’t argue with that, at least.

~~~

Despite his misgivings, the relationship between Soundwave and Starscream, and Megatron remained surprisingly steadfast for decades to come.  Starscream continued to bear the brunt of any physical action (good and bad), while Soundwave remained the emotional support he always had been.  Starscream advised, Soundwave agreed. Rarely did their two roles ever intersect.  It was . . . manageable – certainly more so than the past few decades had been.

Of course, the stability of their personal lives was helped along by the Decepticons’ overall success in the war. 

Kaon was retaken within the month, and over the next several years, the Decepticons did not lose a single polity to the Autobots.  The same could not be said for the reverse. They reclaimed Hydrax and Altihex after long and grueling battles, and even managed to take Rodion. The Autobots still held Nyon, for all the good it did them.  They no longer had any direct fuel lines from the Sea of Rust to Iacon. 

Durax, also stifled by the isolation, withered and died.  Centurion, on the other hand, after suffering a battle that raged thirty years, was finally claimed for the Decepticons.  But the land they’d conquered was long-past the point of use.  Carpessa had suffered from another case of Tox-En leaving half of its territory uninhabitable, and similar fates were shared by the undergrounds of Helex and Stanix.  And that was to say nothing of the terrible, above-ground destruction that was constantly waylaid to every city on the planet.

While the war raged on, the reality of impending energon shortages was at the back of everyone’s mind.  Spark yield in the wells was one problem, but harvesting enough fuel to sustain the troops and weapons was another.  Autobot and Decepticon alike had to agree on a ten-year ceasefire, just to keep starvation at bay, and even  _that_  had been wracked with a few scuffles. 

Shockwave continued to insist on traveling off-world to bolster their supplies, but with fuel in such short-supply, the idea of creating, let alone  _running_  a space bridge was preposterous!  However, there was still Vos’s top-secret project to look into.

The Autobots had claimed Trypticon Station, at the defection of Jetfire’s trine, but with Altihex back on their side, the Decepticons had the advantage in space combat. Starscream, Blast Off, and Astrotrain ran a two-year campaign against the satellite, but in the end, victory had been achieved, not through the glory of combat, but by the Autobots completely abandoning the operation one day out of the blue. 

The only explanation had been Jetfire’s hastily-deleted, then recovered logs, stored in Trypticon’s computer.

_Project EN had been making such progress, we were certain we’d hit the jackpot.  As evidenced in our space battles against the Decepticon forces, we’d stumbled onto something great – powerful, sustainable.  And then the ceiling dropped._

_I received the medical results from those who had worked with, or around En-6 today.  Contaminated.  Each and every one of them, in various ways.  The best off suffered abrasions to their fuel lines, disruptions in circuitry and communications.  Those who had worked more extensively frequently reported dizziness and nausea – many were found to have suffered minor brain damage.  I, myself, have succumbed to spark irregularities, that have left me blacked out for hours at a time.  I only hope that all of those affected are able to experience a full recovery._

_Had I my way, I would remain here, to continue working towards a breakthrough.  And until I am told otherwise, I shall continue to do so.  But I fear the substance may be too volatile to save; we do not wish to create a new Tox-En, after all._

_There has been talk from above of scrapping the project and returning to Cybertron, where our knowledge may prove useful in other ways.  I can only hope that our superiors see what it is we’ve accomplished up here, and allow us to press onward toward scientific discovery.  But that may be too much to ask for in this climate._

_‘Til next time._

The report was ominous, but insightful.  Jetfire had clearly thought they were on to  _something_.  Though the station had been gutted, and their work demolished, scraps of information remained for those who knew how to look.  An improperly deleted file, residue, tools . . . it was a start at least.  And the venue was conducive to isolated experimentation.

Unlike Autobot high command, Megatron had no qualms when it came to sacrificing others for the greater good.  He sent Shockwave and a small band of scientists – Forestock, and Oil Slick chief among them, to pick up where the Autobots had left off.  To figure out what it was they had been investigating, and to find a way to shape it in their own interests.

~~~

One hundred years had come and gone since that day Megatron had spoken before the Senate; it felt like another lifetime.  A century of hard fighting had transformed their productive, if not flawed paradise, to a cold and barren wasteland.  All life clustered together in the few remaining polities – Iacon, Kaon, Vos, Stanix, Nyon, Uraya, Polyhex, Tarn. The more remote regions had fallen to rubble, mines had been bled dry, wildlife had been annihilated, wells had collapsed.  And still, the Autobots and the Decepticons fought, by this point sustained more by their own fighting, than any promise of freedom or order.  Half of their forces hadn’t even been alive when Megatron had shared his declaration of war with all of Cybertron.  War was all they knew.

But it was a sad state to be in.

The hundredth anniversary was not marked with any great fanfare – what was there to celebrate at this point?  Though Megatron  _had_  met with Soundwave for a private rendezvous – to reminisce, to forget. 

All things considered, Soundwave was surprised that they still shared anything resembling a relationship.  The rest of the world was falling apart, but somehow, they remained strong through it all. 

Soundwave was stationed in Kaon, at their capital city; it was where he belonged, after all.  As promised, Megatron had never again ordered him into combat, which left him instead managing the troops, sending his surviving Symbionts out to spy on the Autobots (which left him nervous, but they had wanted to help, and Soundwave trusted in their abilities), and all-in-all keeping the Decepticon army running smoothly.  He was in charge of the ground bridge hub, and though Shockwave was still in space, he had dedicated his life to improving its capabilities. 

The first step had been remote control.  Admittedly, he hadn’t progressed beyond that step yet; Soundwave was no engineer, and he’d yet to find a device capable of channeling a ground bridge’s powerful communications without suffering meltdown, but he was getting there, he felt.  He’d at least managed a few, limited use devices, for emergencies.

Unlike Soundwave, Starscream preferred to be out commanding the troops.  He was Air Commander before he was Megatron’s right hand, and he had every intention of living up to both titles.  Soundwave had set up a global surveillance network throughout all of the Decepticons’ remaining territories (and a few they no longer held).  He had watched Starscream in action, and even  _he_  had difficulty rectifying the daring, graceful sky fighter with the shrewd, cowardly mech he knew and loathed.

On the plus side, Soundwave rarely had to see him.  If only Megatron could say the same.

With Kaon under Soundwave’s protection, and the ground bridge network as secure as could be, Megatron was able to travel more and more between the remnants of his broken empire.  Sometimes he led his troops into battle – despite his failure in Nyon, Megatron’s bloodlust remained incurable.  Combat was a necessity for him, and unlike Soundwave, he had neither weaknesses nor much in the way of information that could destroy the Decepticons if put in the wrong hands.  Other times, he was content to observe, to rally, to inspire.  Whatever it was he did, he was always on the go – alone, with an entourage, he couldn’t be kept down.

It had worked well for him – he had Starscream for when he was out and about, and Soundwave, dutifully waiting for him back home.  Of course, neither Soundwave nor Starscream were completely happy with the arrangement.  While neither found their own relationship with their leader hurt by his presence or lack thereof, the stench of their counterpart lingered on him with every visit.

Soundwave acknowledged that he was the better off of the two, at least from his perspective.  Megatron and Starscream’s relationship tended towards the physical – interface, which Soundwave wasn’t incredibly interested in (though enjoyed when the opportunity arose), and, when the mood went sour, rough-handling, light beatings, and general abuse, which Megatron would not have dared with him.  Moreover, Megatron had likened his relationship with Starscream to fire – bright and powerful, yes, but also destructive, and destined to burn out.  Soundwave was confident that sooner or later, one or the other would go too far, and it would all crumble to ashes.  Yes.  Soundwave was in the better position.

He much preferred his quiet relationship forged on trust and mutual respect, to the boisterous, often volatile one exhibited by Megatron and Starscream.  And yet, he was still jealous.

He may have had more of Megatron than Starscream could have ever dreamed, but it wasn’t enough.  Theirs was a steadfast love, yes, but it was also passionless.  Reliable, predictable Soundwave could never satisfy Megatron, a fact which made him angry, less with Megatron than with himself.  He was so good at so many things – how was  _being interesting_  the one area where he could not succeed?  It was a personal failing on his part, and one that he, to his endless vexation, could never overcome.

He hated himself, he hated Starscream, and he hated knowing that, no matter how bad things got, he was never going to get himself out of this situation.  He was never going to leave Megatron.

~~~

One hundred years came and went, though little changed for the next decade or two.  The war continued to destroy Cybertron, the Autobots and Decepticons continued to maintain their territory, to create weapons, waste the energon supply, and lose fighters, to death or capture.  Notably, a bold raid on Uraya had resulted in the acquisition of the Autobot scientists, Jetfire and Brainstorm, who were promptly transported to Trypticon Station to ‘help’ Shockwave in his energon alternative project.

By the one hundred and twenty-first year of the war, as Scorponok had predicted, the Well of Allsparks had nearly dried up.  Where once waves of a few hundred newsparks had emerged from the Well and its offshoots every year, cared for until they’d properly protoformed by a caste of First Class attendants, now it was a lucky occasion to see a single spark formed, and even luckier to see the flickering life survive long enough to develop a protoform, to crawl from the well, alive and aware.

Their numbers were dwindling – helped along by the war.  Soundwave had run the calculations.  At their current rate, it would only take one thousand years to wipe their species from existence.  That was a drop in the bucket, as far as Cybertronian lifespans were concerned.  They needed an alternative, and they needed one now.

Naturally, it was Scorponok to come through with their alternative.

He approached Megatron in his throne room at Kaon.  In the past, Megatron would have been surrounded by a dozen advisors, officers, and representatives, but these days most found themselves spread too thin to waste time on face-to-face War Council meetings.  They spoke when the occasion called for external input, but these days, the Decepticons operated with less transparency.  Democracy was out – Megatron’s decision was the only that mattered – Megatron, their leader, their all-powerful  _god_.  Though he was never opposed to letting Soundwave sit in.  Let it never be forgotten just whom the patron deity of the Decepticons worshipped.

He stood to the right of Megatron’s throne, as always, watching Scorponok, and his demurely-smiling guest with curiosity.

There was something about that little mecha that left Soundwave uneasy.  Her frame had all the right sounds – hydraulics, energon flow, EM field, spark.  He could hear her emotions, the tranquility she stood in, anticipatory, proud.  She was honestly pleased to be here.  And yet, for some reason that Soundwave couldn’t fathom, her presence made him uneasy.  What could it be?

“What do you have for me, Scorponok?” Megatron asked, wary eyes focused on the smaller of the pair.  It seemed even  _he_  could tell something was not quite right with their guest.

“I have found the answer to our population shortage, I believe” Scorponok beamed, patting a great, hooked hand on the tiny bot’s shoulder.  “I would like to introduce to you, my protégé, my treasure, the future of our species.”  He stepped behind the slight frame, ushering her forward, to better show her off.  “We were very fortunate to stumble upon her, especially with the Wells yielding so little.  Her spark is a one in one point six  _million_ find – rare – the _rarest_.”

“ _Scorponok,_ ” Megatron warned.  “I despise guessing games.  Quit being obtuse and tell me exactly what it is you’re trying to sell me.”

“An army,” the smaller bot said, smooth voice dripping with a smug pride.  Soundwave heard her spark shift, in a way that struck him as strangely familiar, though he couldn’t place just where he’d heard that particular frequency before.  He didn’t have time to dwell on it, however, as from behind Scorponok and his companion, two hulking bots, monstrous in appearance, strode into the room, their movements completely in tandem. 

If the little mecha had left Soundwave unnerved, then the new additions to the conversation  _terrified_  him.  There wasn’t a single thing about their presences that sounded right – their sparks were too small, too slow, their frames: unnatural; energon levels: low, diluted by some other liquid that ran thinner, lighter.  And that was to say nothing of their vacant, slavering demeanors.  What  _were_  these creatures?

“I call them ‘Insecticons,’” Scorponok explained, voice giddy.  “They’re not very smart, nor empathetic, but they are strong, daring, and most importantly, completely obedient – the perfect cannon fodder.”

“I want troops, Scorponok.  Not cannon fodder,” Megatron growled.

“With all due respect, Lord Megatron,” Scorponok’s small partner said, unswayed, “The purpose of the Insecticons’ existence is to provide a supplement to the real troops.  They are self-replicating, and have been adapted to gather energy from not just energon, but inedible substances as well – rocks, scrap metal, and so on.  They are a low-cost means of overwhelming the Autobots with sheer numbers.  All  _they_  have is the Well of Allsparks.  They simply can’t compete with  _this_.”  She offered a sweet, fanged smile, and backed away, returning the floor to Scorponok.

But Megatron claimed it first.  Something about the mecha’s explanation had stuck with him, piqued his curiosity, though whether for better or worse was yet to be seen.  “’Self-replicating?’”

“In a sense,” said Scorponok.  “As I said before, there is an astronomically tiny portion of all sparks born in the Well that are capable of a particular ability – in this case, it manifests in the intensity of the spark’s glow.  This kind of treasure burns powerfully enough to maintain, and even  _sustain_  life, even in situations where other sparks would die.”  And already, Soundwave could see where this was going.  All of his questions were answered – the unease he felt standing in this unassuming little mecha’s presence, the  _wrongness_  of the Insecticons.  He’d been there.  He’d done that.  And he never again wanted to go anywhere near the subject. 

Unfortunately, Megatron was not quite so . . .  _intimately_  familiar with Scorponok’s process.  “Go on?”

“I know that at least  _one_  of you is familiar with the concept of spark splicing,” he smiled sweetly at Soundwave, whose stance had already grown guarded.  Megatron too, turned to cast worried eyes at his right-hand mech.

“I am aware of the concept.”

Scorponok’s attention returned to Megatron.  “Then I can skip a few steps in the explanation.  What I  _will_  say, is that Airachnid here was an incredibly lucky find in a time so barren of life.  I was able to split her spark ten ways – create nine Insecticons from a single spark.” 

Soundwave’s fists clenched as he bristled.   _Ten_  ways?!  The pain of having his own spark split into six had altered him forever.  What horrible effects would  _ten_  have?  And moreover, if these Insecticons were meant to be cannon-fodder, then what would become of the parent spark?  Soundwave was incapacitated by the loss of a single Symbiont. How would  _this_  character be affected?

This was a terrible idea. 

And yet, Scorponok wouldn’t stop gushing about it, heedless of Soundwave’s growing disgust.  Airachnid noticed though.  Violet optics were locked on him, hungry and predatory, as though she was basking in his display of weakness. 

“But it doesn’t end there.  I know you’ve never thought to try it on Soundwave’s Symbionts, but did you know that, since they all technically share the same spark, the offspring  _too_  can be subject to spark splicing?  Better yet, their sparks recover more quickly than the parent spark.  They can be harvested on a monthly basis – two soldiers from one – a force that can reproduce without relying on the uncertain whim of the planet.  These Insecticons are the future.”

Soundwave felt ill.  Scorponok had created monsters from mechs who had been no different from his own Symbionts.  Would he stop with the Insecticons?  How far was he willing to take this?  Would he come for Ravage next?  Rumble?  Laserbeak?  Soundwave shuddered at the thought that the very horrors that had disfigured him could be inflicted upon  _them_  as well – that they could find themselves strapped to a cold table, while uncaring hands reached inside of them, cut them apart, destroyed everything that they were, or might have been with an uncaring precision.  What would happen to them?

The effect intense spark-splicing had had on Airachnid was still under scrutiny, but an already smaller, fractured spark?  Divided further?  On a regular basis?  The Insecticons could barely be considered bots in their own right – they were mindless, heartless killing machines, and Soundwave wanted them gone.

“And they’re obedient?” Megatron pressed, heedless of Soundwave’s growing distress.

“While capable of functioning on their own, the Insecticons are simple-minded.  They bow to the will of the parent spark without question.”

Despite the sustained clatter of Soundwave’s rattling plating, thunderous to his own audials but a bare whisper to anyone else, Megatron continued to pursue the issue.  “And how do their deaths affect the parent spark?  If they are going to die en masse, as you’ve described, then it would be wise to know such things beforehand.”

“It hurt a little in the beginning,” Airachnid said, “but these days, it’s barely a tickle.  I somehow doubt there is enough spark left in them to really affect me.”  She looked at Megatron as she spoke, but the moment he turned away from her, those violet, compound eyes shot back to Soundwave.  She seemed to take joy in his suffering.  Sick.

“Well, Lord Megatron?” Scorponok prompted.  “What do you think?  We have thirty of them on standby.  We could have twice that in a month’s time, if you just give the word.”

For a moment, Soundwave feared that Megatron would agree to it.  There was disgust in his spark, yes, but also desperation.  The war had stretched on far too long, and they were running out of options.  But when his eyes fell on Soundwave, the uncertain flicker in his field steadied, he stood straighter, squared his shoulders, and fixed a stern glare on the former senator.

“I would like you to drop the project.”

“Sir!”  Both Scorponok  _and_  Airachnid alike were taken aback by his answer.  Soundwave wouldn’t deny the satisfaction at seeing that unnerving little mecha ruffled as she was.

“You seem to have forgotten why I started this war in the first place,  _Senator_  Scorponok.”  He winced at the mention of his former station.  “Let me remind you:

“We fought, because as a whole, society had told an entire subset of people that they were  _lesser_  than the rest – condemned them to a life of menial labor and an early death without a second thought.  I refuse to reverse the positions – I refuse to play the role of the former senate, to create a slave race to die pointlessly, because I’m desperate to win.  I will not stoop so low.”

“But they’re not real mechs, Lord Megatron!” Scorponok protested.

“I disagree.  Soundwave disagrees.  And as far as  _you’re_ concerned, that is all that matters.  This conversation is over.  I do not want you playing God again.  Their ability to convert energy from other sources is a good idea; find a way to mass-produce that for the rest of us, but do  _not_  go anywhere near their sparks.  Is that understood?”

“Yes Lord Megatron,” Airachnid was quick to reply, though her frame was saturated in dishonesty.  Soundwave had no doubts that she would continue to dabble in the grizzly business of making her own  _spark_  a plaything.  As for Scorponok . . .

His entire being radiated hurt, protestation, anger, but unlike his partner, he had witnessed Megatron’s anger firsthand.  He had no desire to see it directed at himself.  Slowly, as though it caused him physical pain to do so, he bowed his head, and said, “Yes Lord Megatron.”

And that was it.

For now . . .

Scorponok and Airachnid took their leave, and once more, Megatron and Soundwave were left alone in the empty, unwelcoming space. 

“You could have protested, Soundwave,” said Megatron, approaching.  “You’re more familiar with the issue at hand than anyone.” 

Which was, perhaps, the exact reason why he hadn’t.  They needed to win the war; his emotions did not, and  _should_ not have mattered.  He was in no position to give judgments regarding an issue that hit so close to home, and if Megatron had approved it, he would have bowed his head and gone along with the decision as he always did.  Petty feelings had no place in a war.

Megatron didn’t stop once he reached Soundwave, instead circling around until he stood at his back, wrapping broad arms over his shoulders, and pulling him flush to his own frame.  “You know I’d never let anyone do something to cause you such pain.”

The special treatment was appreciated, and yet, made Soundwave feel all the worse.  Truth be told, they  _were_  desperate, and the solution Scorponok and Airachnid had posed, while distasteful, wasn’t exactly  _bad_.  He slumped against Megatron’s steadfast presence.

_You live to serve.  Keep doing what you’re good at.  You don’t have to make decisions; that’s why you have Megatron._

“Let me make it feel better.”  His hands traveled lower, over Soundwave's chest, down his frame, deft fingers dipping into every break in plating, every inch of exposed protoform they came across.  Soundwave leaned into the touches, desperate for the distraction, but no physical sensation could cure the frantic pulse of his spark, even as Megatron lowered him to the ground, as their two frames joined together in a moment of passionate bliss, as Megatron drove into him, filled him to the breaking point, left him limp, aching, worshipped.   

Interfacing with Megatron was usually a pleasant affair, a rare occasion that Soundwave looked forward to – despite the ill fit of their frames, or his own lack of appetite otherwise.  It was an opportunity for the sort of intimacy with the light of his universe that he was so often lacking.  Every moment shared with Megatron, every point of contact, smitten gaze, word of praise, was worth savoring.  He could never deny himself the opportunity. 

  And yet this time, it had been sullied – by his fear, by hot flashes of his worst memories, by visions of his beloved Symbionts transformed into mindless beasts against their will.  It was all too much to bear.  Soundwave couldn't bring himself to overload, a fact which Megatron surely noticed, but had made no comment on. 

Afterwards, he found himself lying on the cold floor of the throne room, his back to Megatron's chest, held tightly to that comforting frame, warm and safe and loved, as scarred lips pressed chaste kisses to the back of his helm.  It was almost enough to ease his troubled thoughts.  But there was no cure for it.  All he could do was allow himself to speak his mind, to get his worries off his chest, and hope that he wasn't making a huge mistake in doing so.

 “Megatron: recommendation.”

“Yes, Soundwave?”

“Reconsider Scorponok’s plan.”

 


	27. Isolation

**Summary for the Chapter:**

> Soundwave had never imagined he'd live to see the day he found himself lonely, but here he is, alone in Kaon, while the others are out risking their lives. He hates it.

Most mechs would have hated to be in Soundwave’s position.  The prestige and power were nice, but the workload was intense, and to be honest, monitoring the revolution could get very lonely.  He was far from the only mech in Kaon, but with most of his Symbionts scattered across Cybertron, and Lord Megatron’s appearances increasingly sparse, there wasn’t much of anyone around that he cared to interact with.  And though Soundwave was not a social mech by nature, even  _he_  found himself craving contact with other mechs from time-to-time. 

As director of surveillance, and Lord Megatron’s most valued confidant (as far as he knew), it was his job to take monthly reports from the other officers, a process that was time-consuming as it was boring.  And yet, he’d grown to both loathe and live for these meetings.

“Nothing exciting happening in Uraya, District Two,” said Ravage into the monitor.  “I’ve snuck into the Autobot base a few times; I can tell you that they’re slowly starving to death out there.  We should be able to wait them out just fine without having to waste any extra fuel on weapons.  Though in the end, that one isn’t  _my_  decision.”

“Morale on base is low,” Rumble added.  “Not sure who decided that Mega-Octane would be a good leader, but I’m requesting we replace him.  The guy is  _nuts_!  Kinda reminds me of a slightly less ambitious Onslaught.  Also, I hate his name.”  A few hundred years’ war had yet to turn up the traitorous Octane, but he and the similarly-named Mega-Octane had nothing in common beyond that.  “I swear, we need some, like, Megatron-endorsed means of punishing these losers for besmirching the Decepticon name.  Like, I dunno, a special team or something.”  He shrugged, already at the limits of his creativity.

“Acknowledged.  Megatron: will be informed.”

“Thanks Boss.”

“Any further report?” Soundwave pressed.

“No,” said Ravage, slumping.  It was clear that he did not look forward to the impending end of the conversation, a sentiment which Soundwave reflected.  They could never talk quite as much as they liked while doing their official reports, but even the few minutes spent watching his Symbionts on the monitor was enough for Soundwave.  They still had several more months out and about, patrolling each of the Decepticon strongholds to gauge loyalty, morale, and overall strength.

“Just that we miss you, Boss.  Wish we could come back sooner.”

“Agreed.”

The trio spent a long moment where no words were exchanged, where they merely watched one another on the screen.  Laserbeak joined in as well, pulsing happily against Soundwave’s chest at the sight of his long-lost brothers.  But maintaining long-distance communications channels took a lot of energy – energy that could be better utilized elsewhere.

“Ravage, Rumble – terminating communications in three, two . . .”  The screen went black, and Soundwave tried to ignore the sudden biting agony in his spark.  He never would have imagined that saying ‘goodbye’ could be so difficult.

The reports from his Symbionts were those he most looked forward to, but he received several more throughout the coming days.

“Onslaught, reporting from Vos.”  Onslaught’s masked face filled the screen.  Despite its lack of visible expression, Soundwave couldn’t help but sense his smugness.  “How’s everything going back in Kaon?  Enjoying your time alone?”

“Irrelevant.  Report: requested.”  He’d gotten very good at ignoring Onslaught’s attempts to goad him over the years.  Onslaught’s slave coding prevented him from lashing out at Megatron, but there was no such stipulation for Megatron’s favorite follower.  And Soundwave was above complaining so long as Onslaught didn’t cross any lines.

“We’ve had a busy month.  Three air strikes on the Mt. Helix base already.  Stupid Autobots don’t know when they’ve lost.  I get that they’re desperate for energon, but attacking Vos is suicide.  We haven’t had a single casualty – they, on the other hand, have lost, I’d estimate it at at  _least_  twenty-two.”

“Acknowledged.”

“Though I wonder, Soundwave,” he said, voice taking on that snide tone once more, “why I bother reporting to you at all.  I’ve got Megatron right over here, cozying up with  _Starscream_.”  Soundwave stiffened, but did not say anything.  “It really would be more efficient to cut out the middle man, don’t you think?”

“Irrelevant,” said Soundwave, thankful for his voice’s inability to emote, for once in his life.  “Protocol: will be followed.  Lord Megatron’s orders.”

“Of course.  Wouldn’t want to disobey  _Lord_ Megatron.”  Insincerity at its finest, though Onslaught was in no position to do anything about it.  “He’s got quite the temper, I hear. Literally.  At all hours of the day.  Not that Starscream minds.”

“Irrelevant,” Soundwave snapped.  Even for him, the word sounded curt.  Onslaught’s eyes narrowed in a triumphant smirk.  Before he could say anything further, Soundwave cut in.  “Inquiry: report – concluded?”

“Hmm, I suppose so.  Guess the almighty Soundwave has a whole bunch of staring at screens and hiding in dark rooms to get back to.”

“Affirmative.”

“Well then, don’t let me keep you.  Ta-tah, Boss.”  The monitor cut out, leaving Soundwave in an irritated silence.  Truth be told, he really  _ought_  to report the insubordination to Megatron, and yet, he resisted the urge.  Megatron liked him for his self-sufficiency.  Forcing Megatron to solve their dispute would be a knock against  _him_ , and to be honest, as much as he hated Onslaught, he didn’t particularly want him to  _suffer_.  Even Soundwave wasn’t  _that_  vindictive – not on his own behalf.

The chime of the base’s communications system drew his attention.  Another report so soon?

This time, the monitor flickered on to reveal Deadlock’s face – handsome as ever, though perhaps less youthful than Soundwave remembered.  His exhaustion was hidden behind a thin veil of self-confidence and general scorn, though he, at least, remembered to be respectful in Soundwave’s presence.

“Deadlock here, reporting from the Meridian Mine in Stanix.”

“Proceed.”

“Pulled in about one thousand cubes of energon in the last sixty-six days – that’s fifteen percent less than last month.  We’re digging deeper than we’ve ever tried before, but it seems to be mostly dry as far down as five kliks.  We’re not expecting to find much more before we hit rock bottom, and worse yet, we’ve drained so much that the mine is beginning to lose structural integrity.  It’s not safe to work here anymore, and I’m ready to declare this a lost cause, provided Lord Megatron approves it.”

That was bad news.  It seemed they lost a new mine every month – there were perhaps a few hundred mines left in Decepticon control – all expected to sustain the needs of some hundred-thousand Decepticons at war.  Losing another was unacceptable; Megatron was not going to take the news well.  Soundwave was only glad that he did not have to make the decision.

“Acknowledged.  Request for termination: shall be forwarded to Lord Megatron.  Further information?”

“None,” Deadlock admitted, a bitter gleam in his eye. 

“Then communication will be terminated in three . . . two . . .” 

A few hours passed before the next report came in, this time from Shockwave.

Soundwave had always hated taking reports from Shockwave.  He was no fool, but Shockwave’s array of knowledges tended to be far more specialized than even  _he_  was capable of keeping up with.  And he never bothered translating his technobabble into something the common mech could make sense of, which made the reports all the more challenging to interpret. 

Recently, he’d taken to letting one of his partners take over the report, which was win-win all around.  Quirky though each assistant was, Soundwave could at least make sense of what they said.  And at the same time, Shockwave received more time to work on his own projects.  Better yet, Soundwave didn’t have to see that unpleasant, one-eyed face that he’d always hated to see.

Today, the report was handled by Shockwave’s smaller companion, Forestock – a rifle with a taste for speaking in long-dead languages.  Still, the Primal Vernacular was easier to interpret than Shockwave’s notes, so Soundwave still considered it a win. 

<< Forestock reporting for Commander Shockwave from Trypticon Station.>>

“Proceed.”

<< Commander Shockwave would like to thank you for the Insecticon drones you have sent us.  They have been indispensable in testing the effects of EN 6.5 on Cybertronian circuitry.  Unfortunately, we have yet to experience any luck with the energon substitute.  Many test subjects have formed strange growths on their frames, and all have been showing signs of increased aggression and lowered inhibitions.  As such, it is still too dangerous to expose actual Cybertronians to the substance.

<< Commander Shockwave is requesting more time, and more Insecticon test subjects, if Lord Megatron will permit it.>>

Shockwave had been up on Trypticon Station for a few decades now, and yet he’d still brought no results.  Soundwave had dismissed his mission as futile long ago.  But the fact remained that they were desperate, and growing more so by the day.  Lord Megatron would continue to approve Shockwave’s requests because he was out of options, and Shockwave was their last shot at salvation. 

Primus help them all.  All they’d wanted was freedom.  How had they wound up in this sorry state?

~~~

Starscream finished out the monthly reports as he always did.  It seemed as though Megatron’s right hand thought that keeping Soundwave informed was beneath him.  Despite his top-tier position, despite leading troops into combat on a regular basis, despite all of the significant insight he should have held, he never did share any real content in them. Soundwave suspected that the only reason Starscream bothered contacting him at all was to gloat.

Indeed, although his face was sporting a few new dents and dings that Soundwave suspected were not actually sustained in combat, the smile he wore was smug as ever.  “Ah, Soundwave!  What a surprise!”

Soundwave resisted pointing out how odd of a thing this was to say.  Starscream had called Soundwave; who else would have answered?

“Pleasantries: unnecessary.  Report: requested.”

“Always so eager to get down to business.  I can see why Lord Megatron limits his time spent with you.  You’re a regular ball of sunshine, aren’t you?” 

Soundwave refused to react to that, even though the words stung like a stab wound.  It had been bad enough when Onslaught had mocked his isolation.  But unlike Onslaught, Starscream was actually in a position to hurt Soundwave; this was hellish.

“Report,” he repeated, as harshly as he could muster.

“I really don’t know why I have to report to you.  Lord Megatron is right  _here_.  If there was something I wanted to tell him, I would tell him to his face.”

“Inadvisable.  Starscream’s face: already dented.”  It was a small dig; it should have been beneath him, but the moment of hatred in Starscream’s eyes was worth it.

“ _Excuse_  me?!  I am Lord Megatron’s  _second in command_!  You have no right to speak to me in that way!  Maybe next time one of your little pets is in danger, I won’t bother coming after them.”

Starscream: 2, Soundwave: 1.  Starscream really knew right where to hit to make it hurt.

“ _Report_ ,” Soundwave insisted, a third time.

“Ooh, got under your plating, didn’t I?  I do so love to see you ruffled, dear Soundwave.”  He offered a mockery of a bow, and though it shouldn’t have bothered him, Soundwave couldn’t fight off the growl that formed in his throat.

“Anyway, I’m pretty sure you already got a report from Onslaught, and we’re both stationed in Vos.  Nothing’s changed in the, what?  Two days since he filed his.”

“Twelve,” Soundwave corrected.

“Whatever.  The point is, I have nothing to report to you.  Other than this: Megatron is  _really_  enjoying his time here with me.  He expects to stay for another month at least. Maybe two.  Maybe a few years!  Who knows?  The point is, he likes me more than you.  That’s why  _I’m_  his second in command, and you’re just . . . you.  Starscream out.”

The screen cut out, and not a moment too soon.  Soundwave was shaking, his fingers clenched, his visor displaying an unintentional pulse – that of his own racing spark. 

 _Starscream has nothing,_  he reminded himself.   _You mean more to Megatron than he_ ever _will.  Megatron_ loves _you._   The words were true, he was certain, and yet, it was so hard to believe them, when it was  _Starscream_  who got the brunt of Megatron’s elusive presence.

The fact of the matter was, Soundwave was alone, Soundwave was lonely, and in his isolation, Soundwave was beginning to fear that maybe, just maybe, he did not mean quite so much to Megatron as he’d once professed.

_Rubbish._

In making their relationship-status official, Megatron had inadvertently created a brand-new Soundwave – a Soundwave who was more clingy and jealous than ever.  And unlike Megatron, who got to traipse about all of Cybertron on a whim, Soundwave was trapped with this new, unpleasant creature.  He hated it, he hated himself, he hated Starscream, and he  _hated_  this stupid isolation.  And yet, right now, it was what he needed more than anything.

The monthly reports were in; he was done with Starscream, and Onslaught, and Shockwave, and whoever else decided that the mech who knew every minute detail about their lives, could destroy them with but a word, was not worth their respect.  Instead, he deployed Laserbeak, and let him coo soft reassurances while he went back to working on the ground bridge network.

~~~

His few weeks of miserable, lonely bliss were gone in a flash.  Soon enough, his terminal was sending him insistent pings again.  As always, his own Symbionts were first – granting him a rare moment of happiness and relief.  Seeing their faces was the one thing that never failed to cheer him up.  After that, it was two more weeks of random faces, and poorly-managed reports.

Bludgeon was the second to report this time.

“We’ve pushed the Autobots back, well into the territory of Nyon.  At our current rate, we may well have claimed its central district by my next report.  These Insecticons are a tremendous boon to our ranks!  The stupid Autobots just can’t keep up with our superior numbers.  And they cost barely a thing to sustain!  You guys down at command have really outdone yourselves; keep up the good work!”

At least  _someone_ was happy with the current state of affairs.  Soundwave had feared that he’d pushed Megatron into a major mistake from the moment he’d given voice to his worries.  But so far, the Insecticons were proving to be everything Scorponok had promised.  The Decepticons were excelling for the first time in centuries.  Who knew?  Maybe they could end the war before they completely depleted their planet of resources.

The next report he received that held any merit was from Airachnid herself, though it interested him less for what she had to say and more for the fact that it was  _she_  delivering it.

“Scorponok: where?”

“Master Scorponok is preoccupied in perfecting the most recent batch of Insecticon drones.  We’ve developed a system of energy-efficient development pods which streamlines the entire process, cutting down the time between batches, while reducing overall energon consumption of our department by fifty percent.  I’m afraid he can’t be bothered by administrative tasks right now; you understand.”  The report  _was_  impressive, yes, but for all his expertise in reading emotions, Soundwave couldn’t quite get a read on how Airachnid felt about this. 

Outwardly, she was smiling, sweetly as ever, but there was something sinister in her expression.  She lacked enthusiasm for the great strides her department had made, but nor did she display derision, or even bored neutrality.  The fakeness of her demeanor should have been an easy read, but try as he might, all Soundwave got was a dull pleasantness. It all felt wrong to him, and he couldn’t figure out  _why_.

Perhaps it was all just in his head?  He would look into it if ever she became a problem, but right now, she had done nothing worth investigating.  Still . . . maybe it was worth designating someone to keep an eye on her, just in case.  Someone already on-site, to avoid rousing suspicions.  Soundwave knew just the mech.

~~~

Swindle’s report on the fuel crisis had done nothing to lift Soundwave’s drowning spirits.  The entire Southwest quadrant had been bled dry, left as a hollow black husk on the once glowing planet, and the northwest was following in its footsteps. 

“We need to ration our fuel consumption.  I recommend an average of one cube per soldier per week.  Though it would be best to tailor this to each individual – high consumption frame-types get the extra that the low-consumption frame-types aren’t using, yadda yadda.  I’ll leave those calculations to you, since you’re so good at managing personnel.”  Soundwave would have complained, but it would at least be something to take his mind off of solitude in his down time.

“Acknowledged.  Lord Megatron: will be informed.”

The news was not what he’d wanted to hear.  The possibility that they would all starve to death in the near future was becoming increasingly likely, becoming a constant weight on Soundwave’s already overtaxed mind.  He could use some good news right about now.

“Deadlock to Soundwave.”

Deadlock did  _so_  have convenient timing.  Though one look at his intense glee, poorly-obscured behind his usual smirk had Soundwave cautiously optimistic. 

“Report.”

“We’ve found something, deep in the mine.  Some kind of strange energy reading.  It’s powerful though – off the charts.  Keeps on breaking our measuring equipment. This could be just what we need; don’t you think?”

Soundwave had no reply for that, but he was rather fond of the idea.  He didn’t want to put all of his faith in an unknown, and apparently destructive mystery energy source, but it was either that, or rely on Shockwave to make some headway on  _his_  project.  Maybe Primus, or whoever, was finally cutting them a break.

“I’m heading up a crew to investigate it.  We’ll keep you posted.”

“Understood.  Soundwave: out.”

The good news had him floating on air for the rest of the week.  In fact, he was in such a good mood, that even Shockwave’s ominous report couldn’t bring him down.

It was his other assistant, Oil Slick, to report this time, his voice filtered through the strange fluids that he kept sealed inside his airtight helm.  Soundwave had no idea  _why_  this mech chose to essentially keep his own head in a jar, but at least he was better company than Shockwave.

“I regret to inform you that the last of our Insecticons just died last night.”

Well  _that_  wasn’t good news.  “Reasoning: understood?”

“We believe it to be the long-term effects of EN 6.5.  They began to – well, go crazy, in layman’s terms.  Started tearing each other apart.  We tried separating them, but then they started tearing apart their own frames.  So then we restrained them.  But one by one, their sparks all gave out.

“We’re ready to consider EN 6.5 a failure, and move on to EN 7, but we need more Insecticons for that.”

“Request: will be forwarded to Megatron.”

Oil Slick slouched his slender shoulders, his frame groaning along with his vocaliser.  “I was afraid you’d say that.  It takes  _way_  too long to get approval from Megatron for anything.  We’ll be sitting on our thumbs up here for  _months_!  Think of all the valuable time we’ll be wasting without any chance to test our results!”

“Suggestion: Trypticon Station maintains Autobot prisoners.”

It was enough to drag Oil Slick back from his moaning and groaning.  “Autobot prisoners?  Please, Jetfire and Brainstorm are brilliant scientific minds, as much as I hate to admit. We  _need_ their help.”

“Request: will be forwarded to Megatron.”  By this point, he didn’t care what it was Shockwave thought he was doing.  They were bound to have more success waiting on Deadlock than on Shockwave anyway.  If he wanted to waste more Insecticons, then he was just going to have to go through the proper channels.

“V-very well,” Oil Slick sighed, though he looked very much like he wanted to say more.  “I suppose Jetfire’s been ill for – the entirety of his duration in Decepticon captivity, come to think of it.  It’s a drain on resources.  We’ll just use him.”

“Acknowledged.  Megatron: will be informed.”

~~~

Starscream sent in no report this month, though Soundwave wasn’t too sad to miss it.  He was still stationed in Vos, which Onslaught had already covered in his own report.  As much as Soundwave detested the idea of anyone shirking their duties, he wouldn’t deny that he was pleased to bypass the round of verbal abuse this time around.

Instead, he returned to work on the ground bridge.  He felt he was making some major breakthroughs here.  There was no receptacle powerful enough to act as a mobile terminal through which to channel a ground bridge, not one that wouldn’t cost more energon than they could afford to expend, anyway.  A  _bot_  on the other hand? That might be worth pursuing.

He had jacked one of his cables into the ground bridge network’s primary terminal, while the other was testing components within his own open chest.  And that was the way Megatron found him as he strode confidently through ground bridge number two, much to Soundwave’s surprise.

The operation was too delicate to terminate with haste – not without potentially damaging Soundwave’s frame, or else the ground bridge itself.  Instead, he could only stare in horror at Megatron’s own baffled (and aroused?) expression, slowly going through the process of disconnecting his neural net from the device.

“Soundwave?  What is all this?”

“Refining ground bridge.  Apologies.  Presence: unexpected.”

“Is it so unusual for a mech to visit his own home?”

“Negative,” Soundwave slumped, at last able to retract his cables and close his chest, fully aware of the twinge of disappointment in Megatron’s eye as he did so.  “Soundwave: remained uninformed of network usage.”

“I came from the bridge in Tarn,” Megatron shrugged.  It seemed he was at last tired of formalities, and instead strode across the hall to pull Soundwave into a tight and sudden embrace, that left his feet scrambling to find purchase on the ground. 

“I’ve missed you, Soundwave.  Truly I have.”  He was nice enough to release Soundwave once he’d gotten his fix.  He may have been a flight frame, but Soundwave was still happiest with both feet planted firmly on the ground.  “I can never truly express how grateful I am for all you do for me – for  _us_ , consistently and without complaint.”

Soundwave cocked his head.  What had prompted such a strange and sudden confession?

But Megatron didn’t seem to want to explain, and Soundwave wasn’t about to ask.  The war was stressful, and he’d spent a lot of time with Starscream lately.  Soundwave was his dose of sanity and calm, and he was determined to live up to those high expectations.

Megatron led him back to his own personal chambers, laid him on the recharge slab, kissed at his vents, his neck, pressed their frames close – normally such would play prelude to interface, but not today.  Today, it seemed, Megatron just wanted to lie at his side, hold him in his arms, listen to the sound of his vents.  And to be honest, for now at least, that was how Soundwave preferred it.

They didn’t talk.  There were no epic rants or heartfelt proclamations on Megatron’s end, just a sturdy arm around his shoulders, gentle claws feeling out his frame, tracing biolights and pressing into seams, though never too roughly, never too close to his array.  Megatron’s frame was running hot, his engine hummed louder than usual, his spark flared at an erratic rate.  He never would have allowed another mech to see him in such distress, but Soundwave had special privileges, including his next series of actions.

His hands had managed to awkwardly work their way around that massive frame – one to the back of his neck, the other finding a home on his shoulder.  Meanwhile, his data cables deployed, wrapping themselves around the pair of them over and over on their way up, coming to a rest at his upper back, entwining their bodies more closely.  He let his EM field radiate a sense of calmness:

_Everything will be okay.  I’m here._

And though Megatron was proud, mighty, a warrior in every facet of his life, he allowed himself to give in to his weakness, just here, just for now.  A shuddering sigh escaped his frame as he surrendered to Soundwave’s will.  His head fell forward, the crest of his helm braced against Soundwave’s own, but though their faces were mere inches apart, his optics remained offline. 

“Feels good, Soundwave,” he murmured, before his spark slowed, before his claws stopped roaming and his frame grew limp.  He was asleep, wrapped up in Soundwave’s arms and cables, emanating contentment, love, and trust from his  _own_  field.  Soundwave couldn’t have been happier.

~~~

Megatron was gone the next day, and remained gone for the next several months.  Soundwave tried not to be upset about it, but what could he do?  Megatron was off on a campaign to Polyhex – dangerous, minimal contact, hopefully beneficial to the war effort.  Soundwave took solace in the fact that Starscream wouldn’t be joining him this time, and somewhat less in the fact that Ravage would. 

“I’ll keep an eye on him, Boss.  Don’t worry.”  But Soundwave  _was_  worried.  With his mind in its current state, Soundwave detested the idea of Megatron placing himself in a ‘hot zone.’  Moreover, he had both protested Ravage’s presence in said hot zone, and Ravage splitting up with Rumble in order to do so.  Dividing them lessened the chances of both dying in the same attack, yes, but it also meant that they couldn’t back one another up.  And it must have been so lonely . . .

Moping was unproductive.  Instead, he would throw himself into testing out his new upgrades to the ground bridge network, and taking in all of the reports that came his way.

Much to Soundwave’s surprise, Starscream wasn’t the last to report in this time.  Or even among the last.  In fact, he reported two full days before he was even supposed to!  And true, the report was off-topic as ever, but miracles didn’t happen overnight.

“Where is Megatron?” he asked.  The demand was surprisingly polite, for Starscream at least.  There were no threats nor accusations.  Maybe a bit of worry if you looked close enough, but by and large, the statement had been a neutral one.

“Location: top secret.”

“What?!  I’m second in command!  I have the right to know!”  He paused for a moment, pondering over the implications of Soundwave’s statement.  When he spoke this time, the tone  _was_  accusing.  “He’s with  _you_ , isn’t he?!”

“Negative.”

Red optics narrowed as Starscream scrutinized the statement.  “Ugh, you’re too boring to lie.  Tell me then,  _do_  you know where he is?”

“Affirmative.”

“And is he in a combat zone?”

Soundwave hesitated, but ultimately decided it wouldn’t be too severe a security breach to answer the question.  “Affirmative.”

Starscream’s frame slumped all at once, in miserable defeat.  “I was afraid he’d do this.  Idiot gets  _way_  too angry for his own good.  One day, we’re fine, then I’ll say something – some small but important criticism, perhaps, and he goes off on me!  Screaming, throwing things!  And then the next day he’s gone to the frontlines to smash in some Autobot heads, which I suppose is a productive means of letting off steam, but is ill-befitting the leader of the entire Decepticon army; don’t you think? 

“Sometimes, I wonder if he’s truly fit to lead.”  The last part was heresy, could have been grounds for interment were he of lower rank, but he wasn’t wrong.  Megatron was far too erratic, even at the best of times, and nobody saw it better than the two mechs he was closest to.  Still, Soundwave prided himself on his devotion. 

He wanted to see Megatron get well, to lead his followers with a calm mind and an iron fist.  Starscream, on the other hand?  It hadn’t sounded particularly subversive, but the way he’d worded his statement, almost seemed to be advocating that a  _replacement_  would be necessary.  And who would replace Megatron, but his faithful ‘second in command?’  He recalled words spoken centuries ago, by a certain washed-up Prime on his deathbed.  

_"He'll lure you in with pretty words, sweet promises of devotion, and then he'll stab you in the back, just you wait."_

 “Sorry, that sounded disloyal,” Starscream admitted.  He looked tired – dented, scratched up; his eyes were dim, and a few of his joints seemed to have gone rusty – quite the far cry from the arrogant beauty Soundwave had first seen in the Grand Oratory, so very long ago.  “I’m just . . . I’m starting to worry.  What happens to us if he gets worse?  What happens to the Decepticons? . . . What happens to  _me_?”

Megatron would finally give Starscream the boot; that’s what would happen.  Megatron’s affection for Starscream would wither, while his love for Soundwave would only grow.  But though he longed to rid himself of this infuriating love triangle he’d been locked in, even  _he_  didn’t wish to pay for it with Megatron’s sanity.

This was too difficult to think about right now.  And so, he did what he always did when upset, and focused on his work.

“Report?”

Starscream perked up.  “Hmm?  Oh, that.  Yes.  Everything’s fine over here.  Whatever.  Talk to Onslaught.  Starscream out.”

Starscream cut the connection abruptly, leaving Soundwave staring at the blank, black monitor that stretched high above him.  Usually the best part of any conversation with Starscream was the part where he stopped talking, but today, somehow, he was sad to see him go.

Must be glitched.

~~~

The coming months were by-and-large un-noteworthy, but there were a few things to catch his attention.  Shockwave had indeed begun testing his new En-7 on Jetfire, who had been fine for the first several weeks – certainly better than he  _had_  been, at least.  And then, as of the night before, he took a sudden turn for the worse.  He’d attacked his fellow prisoner, and then had spent the night screaming obscenities – at Brainstorm, at Shockwave and his scientists, at Starscream even.  Forestock had told him that they’d send him further updates if anything notable came of it.

Meanwhile, Brawl, the Combaticon in charge of new recruits, had reported unusual behavior from the Insecticons – foregoing recharge, increased aggression, less focus during training sessions.  He’d complained about the insubordination and requested that Soundwave get Scorponok to fix the problem.

But when he’d tried to contact Scorponok, he was, once again greeted by Airachnid, who’d assured him everything was normal, if not better than normal.  His little spy didn’t quite agree.

 _“I don’t trust her,”_  Vortex’s heavily-encrypted message appeared on Soundwave’s own personal commline, the suspicious glyphs dancing around in his head.   _“So far she’s done nothing overtly suspicious, but come on – I_ invented _the mind game.  I know when I meet a fellow player._

 _“Oh yeah, and she probably didn’t tell you, but Scorponok hasn’t come out of his lab in one hundred and seventy-seven days.  I’d check up on him myself, but he – ah – got a bit peeved the last time I broke in, and I’d_ hate _to invoke his wrath again.”_

 _“Scorponok’s orders: disregard,”_ Soundwave replied.  He had a sneaking suspicion he knew what was going on; he hoped he was wrong.

 _“I dunno.  Scorponok’s wrath is less violent than it is_ administrative _.  And I think someone might find it suspicious if you blocked a request to transfer an insubordinate_ interrogator _. You do remember that’s my job, right?  Not this stupid_ spy _business?  Or like_ , drone construction _.  Just ‘cause I know my way around a frame doesn’t mean I should be building Insecticon husks, don’t you think?  Give me my old job back; you won’t regret it!”_

_“Vortex: wishes to reunite with team?”_

_“Yeah?”_

_“Then obey.  Soundwave out.”_

~~~

Soundwave had spent nearly an entire year in isolation by this point.  He still had Laserbeak, yes, but he’d seen Megatron a grand total of once in all that time.  And while he remained secure in his fortress, watching, the world continued to fall apart.  Nothing had been accomplished in all that time.  Some ground had been exchanged, but no territories, the mines were running dry, all efforts at finding a supplemental source of energon had proven a waste of time, the Insecticons were volatile allies at best, and he still had a few glitches to iron out of his ground bridge upgrades.  At this point, there was only one thing that could hope to ease his anxious mind, and lift his restless spirits.  And it came right on schedule.

The ground bridge came to life in a brilliant displacement of green and white light, and from the vortex within emerged two familiar, miniscule figures.

Ravage and Rumble burst forward at top speed, nearly knocking Soundwave over in their eagerness to be near him.  “Boss!” they cried, over and over in their excitement.

With no command given, Laserbeak deployed himself to join in the reunion – four overjoyed mechs that could never be truly split apart.  Dignity had gone out the window in the flurry, and in the end, Soundwave  _did_  wind up on the floor, trapped beneath the weight of the combined cuddles of three energetic little Symbionts. 

But though they had waited a long time for this moment, and though there was so much to catch up on between the lot of them, that would have to wait.  A year was a long time for a Symbiont to go without connecting with its Carrier (he vaguely wondered if Airachnid’s Insecticons even had a  _means_  of connecting with her.  What did it matter?  He didn’t want to think about Airachnid right now!).  Now, he had two happy, yes, but also harried little Minicons in desperate need of a proper recharge, meal, memory transfer.  There would be time for celebration later.  For now, he called his Symbionts back to him, and all three slotted into his frame eagerly. 

Megatron may still be gone, but at least Soundwave no longer had to deal with the uneasy tug of his spark in three different, distant directions.  Maybe he could finally be happy.

~~~

His life was looking up.  Whatever dread he usually reserved for the monthly reports had been completely washed away now that Ravage and Rumble were back with him.  It was with complete confidence that he faced the monitor, looked into the half-crazed optics of the mech he was speaking with.  He did so love to see Onslaught wrecked.  Though he supposed the state of his least-intimidating enemy was probably indicative of bad news.

“Report?” Soundwave prompted, after Onslaught had been struggling to find either greeting or explanation for a bit too long.

“I – ah – Vos is fine.  Everything’s fine.  No progress to report in the past sixty-six days.  We’re fine.”

 _That_  didn’t seem to be a lie, but Onslaught was  _clearly_  upset about something.  “Further information requested.”

“What more is there to know?!” Onslaught snapped.  “I said nothing’s changed!”

“Demeanor is . . . tense.  Reasoning?”

Much to Soundwave’s surprise, Onslaught backed down at the acknowledgement.  “I – I don’t know.  I feel uneasy.  Everything’s fine in Vos, but . . .”  He trailed off, mumbling incoherently to himself.  The words were gibberish, but in Soundwave’s expert opinion, he was in the midst of some kind of internal argument.

“I would like to request my team be reunited,” he said suddenly, his stance shifting, until he was standing straight, staring at Soundwave head-on, pouring all the respect Soundwave deserved into the request.

“Vortex, Brawl, Swindle, Blast Off: all serving where they are needed.”

“Well, I mean yes, of course they are,” Onslaught replied, trying very hard to remain respectful, despite his clear disagreement.  “But we could all do the same jobs much closer to one another.   _And_  we’d gain Bruticus for it.  I do so know how much Lord Megatron loves Combiners.

Soundwave titled his head, considering the request.  “Reasoning: insufficient.  Request: den –“

“Wait!” Onslaught interrupted, falling to his knees, which left only the crown of his helm visible on the screen.  Soundwave wasn’t sure he’d realized this.

“You know what it’s like, Soundwave.  To be separated from mechs that share your spark for an extended duration.  And we’ve been apart for  _decades_!  I know you’ve got  _some_ empathy buried deep in that robotic processor of yours.  Have mercy!”

“Request: deni –“ again, Onslaught interrupted him, this time by shooting up from the ground.  There was terror in his eyes – complete and all-consuming.  That wasn’t mere separation anxiety.  Something else was wrong.  Soundwave delayed his judgment, waiting on a satisfactory explanation.

“Look, I’m worried about them, okay?  There!  I said it!  Vortex is . . . it’s hard to feel him.  I don’t know if he’s shutting me out, or what?  But he seems . . . he seems scared.  And Vortex doesn’t  _do_  scared!  Something’s wrong, and I want him back here!  Or at least,” he backed down, as though realizing that anger and demands would get him nowhere.  “At least transfer him somewhere else.  If you can manage that.  I don’t know what you’ve got him doing, but as his commander, I do not approve.”

Soundwave considered this new information with a sense of dread.  If Vortex was distressed, then there must be a good reason for it; Soundwave knew that much.  Had he discovered something about Airachnid?  But if that was the case, then why hadn’t he reported to Soundwave?

“Request for transfer of unit: Vortex: submitted.  Will follow up shortly.”

Onslaught did not look happy about the delay, but he was in no position to complain.  “Thank you, Lieutenant Soundwave!  You are wise and just!  Thank you!”

“Report: concluded?” said Soundwave, trying to get back on topic.  The gratuitous praise was making him uncomfortable. 

“It is.”

Thank Primus.

~~~

Soundwave tried contacting Vortex right away, but he’d received no reply.  It seemed that his spy’s comm system had been cut, which was . . . probably very, very bad.  Onslaught hadn’t seemed to think his subordinate  _dead_ , and Soundwave was fairly certain he could rely on Onslaught’s intuition regarding that particular issue, but otherwise, he didn’t know what to think.  Airachnid controlled a quarter of all Decepticon forces, which, in retrospect, was a gross oversight on their part.  If, for whatever reason, she chose to defect, then the Decepticons would be left in a dangerous position. 

Against his better judgment, he sent Ravage to Tarn to investigate.  Doing so made him physically ill – the anxious pit in his tanks threatening to burst for every moment that Ravage was in danger, but it was this, or risk a worse fate down the line.  Ravage was  _made_  for stealth.  He wouldn’t be found.  Soundwave had to believe that.

In the meantime, the reports continued to stream in.

“I love these Insecticons!” Bludgeon gushed.  “We’ve taken ten of the fourteen Nyonese districts since they’ve been issued to us.  We’re doing it, Sir!  We’re finally winning!"  Soundwave should have been more pleased with the news, but any mention of the Insecticons was set to make him nervous. 

“Insecticon production is up,” Airachnid reported, with the same fake sweetness as ever.  “One hundred and fifty in this batch alone.  I’ve sent another eighty-six to Sergeant Brawl for basic training just yesterday.  I hear that they’re claiming victory after victory for us worldwide; isn’t that nice?”  Her painted lips twisted into a wicked grin.  “I’m sure Lord Megatron is very pleased by this development?”

“Affirmative,” Soundwave confirmed.  But Lord Megatron didn’t know about Soundwave’s suspicions.  Soundwave didn’t want him to.  Megatron had been all set to deny the project right out, and Soundwave had convinced him to reconsider.  If it all went wrong, then it would be  _his_  fault.  And he couldn’t risk tarnishing his reputation with his Lord like that; it was all he had, by this point. 

The only way to rectify the situation, would be to resolve any problems before they started.  He needed to hear from Vortex . . . he needed to hear from Ravage.  His vitals felt normal, but that did nothing to ease the worry, least of all when one of his most-cherished loved-ones was so far away.

And there was further bad news to come.

“We’ve lost five more mines to structural failure,” Swindle reported, his tiny frame haggard.  He looked to be starving, a state the greedy little mech would never had been found in, unless there truly was no food.  “I think the West is a lost cause.  We should pull out of the Sea of Rust and the Sonic Canyons and focus on the newly-acquired mines in Nyon . . . Primus, there’d better be some fuel in Nyon.  We cannot afford to support the number of troops we have; not if we want to survive another, oh say, ten years?”

Well  _that_  was ominous.  The Decepticons controlled three-fourths of the planet, and it  _still_  wasn’t enough.  They needed Iacon, and its plentiful mines.  But  _that_  wasn’t going to happen any time soon.

<<We’re not sure whether it is strictly the results of the EN-7, or the combination of EN-7 with the pre-existing effects of the EN-6 on his frame, but it seems that Jetfire is a lost cause.  He’s been locked away for his own good; we’re thinking about mining his frame for resources.  Draining his energon to see where the taint lies.  Deconstructing his brain module.  Of course, we’re not allowed to do so without the permission of a superior.  Commander Shockwave would like for you to accept and approve this written request I’m sending you now.>>  His terminal pinged with the transfer, and Soundwave accepted it.  The request was logical, if not incredibly unnerving.  Jetfire was a prisoner, and a far-gone, dangerous one at that.  He had no rights, and keeping him around was a drain on resources.  On the other hand . . .

He suspected Starscream wouldn’t be pleased.  And though he didn’t mind upsetting Starscream, the fact remained that he was outranked, and in hot water himself as it was.  The only way out of this situation was to go over Starscream’s head, or go to Starscream himself. 

Starscream would almost-certainly reject the measure, but the issue didn’t seem worth bothering Lord Megatron with at this point.  In fact, it didn’t seem like something  _he_ should bother worrying about either.  He’d figure out what to do if the occasion came up.  Shockwave was producing inferior work on Trypticon; there was no need to rush.

“Insecticons make okay soldiers.”  Oh joy, another report about Insecticons.  Brawl wouldn’t have had anything else to report on, but that didn’t stop Soundwave from being angry.  “But they’re  _lousy_  teammates.  They have a sense of self-preservation, sure.  But not when they mob up, and they couldn’t care less about collateral damage or friendly fire.  I’ve got three guys in med bay right now, and another two  _dead_  after our last training exercise.   _Dead_!!  Can you believe it?!  We’ve got like,  _maybe_  a single protoform coming out of the Well every few years, and your stupid bugs are  _wasting_  them!  Tell Lord Megatron that these guys need some inhibition software or something.   _Seriously!_   And I thought  _I_  was the king of collateral damage . . .“

And that was one  _more_  thing to worry about.  He needed to tell Megatron; but Megatron was on the front lines.  Surely he knew already?  But then why hadn’t he said anything?

Starscream was the next to file his ‘report.’

“Soundwave,” he drawled, “guess where I am!”

“Polyhex.”  It said as much on the call profile.

“And guess who’s with me!”

Soundwave didn’t have to guess.  Starscream wouldn’t sound so smug if it had been anyone other than Lord Megatron.  Soundwave decided this time, he was going to preemptively get the upper hand.  He transferred over Shockwave’s request.

“What’s this?” Starscream asked, a sour note flavoring his good mood.  Hah!

“Read.”

Soundwave knew exactly when Starscream had finished downloading it, as his haggard frame began to shiver, his eyes widened, hollowed, dreading, and then, filled with fire.

“What  _is_  this, Soundwave?!”

“Request to offline prisoner for scientific tests.”

“Don’t be coy!” he shrieked, slamming his hands onto his own terminal.  “I read the report – I know what it is!  But what business do you have – what business does  _he_  have?! This is ridiculous!”

“Permission: denied?”

“Of course it’s denied!  Unlike the rest of you, I still have  _some_  integrity!”

“Inquiry:”

“Denied, Soundwave!”

“Request information: nature of Starscream and Jetfire’s relationship.”

“That falls firmly into the realm of none-of-your-business!  I’m done speaking with you!”

“Report?” Soundwave tried, but Starscream had already cut the connection.  It could have gone more smoothly, but he was glad the issue was out of his hands.

~~~

More reports continued to stream in over the next few days, most of them pessimistic, or relating to the Insecticons.  It took until the end of the week for him to receive the report he truly wanted. 

It came, not from his terminal nor internal comms, but from his own sparkbond.  He’d been in the process of transferring an abridged data packet of the month’s reports to Megatron when his vision had suddenly shorted out, replaced with something less sharp, dimmer, duller.  It was an Underground lab – there were no visual indications, but he knew anyway.  After all, he was patched into Ravage’s head.

 _Found him!_  Ravage communicated his excitement over the bond.

Soundwave’s field of vision traveled upward, coming to a stop on the mangled rotary mech dangling from the wall, half-offline.  There were large chunks missing from his plating in various places, as though something had been taking a bite out of him time and again.  His visor was blackened, but Ravage could hear a steady gurgle coming from the mech’s engine, and every so often, his frame would tremble against the hooks that suspended him.  Primus, this was worse than he’d thought.

_What should I do, Boss?_

At a command from Soundwave, Ravage scurried up into the rafters, until he was closer to Vortex’s head.  The mech did not respond as Ravage drew near, though he did wince once he spoke up.  “Did she cut your comms?”

Once he’d recovered from his surprise, he nodded, a weak hiss coming from his vents at the motion.

“Primus, what happened to you?”

Vortex didn’t react.

“What, she cut your vocaliser too?”

He nodded again.

“Okay then,” Ravage said, pondering over how best to proceed.  They needed something  _concrete_  to pin on Airachnid if they wanted any hope of shutting her down. Unfortunately, maiming Vortex wasn’t going to be enough.  There was hardly a mech alive that  _didn’t_  want to maim Vortex.  “Is Scorponok alive?”

Vortex shook his head.

“Does she know the boss is involved?”

He shook his head again, though the motion seemed less sure.

Ravage paused once more, this time waiting for confirmation from Soundwave before saying anything he couldn’t back up.  “Okay, look.  Here’s what’s gonna happen: I’m gonna let you down from here.  It’s probably gonna be loud, so do try to be a good copter and hurry.  I don’t care if there are holes in your legs.  That’s no excuse not to book it! 

“The boss is gonna open a ground bridge for us, take us back to Kaon with him.  It’s okay; you got permission to leave.  You’re welcome.  Then, once we’re safe and sound back home, the Boss is gonna shut down this whole operation.  He’s putting in his report to Megatron as we speak.  So if you can just like,  _stay alive_  for another couple days, we’ll all get out of this just fine.”

The rescue played out just about as Ravage described.  Despite being more Protoform than plating at this point, despite the scraggly bits of metal that were passing for the mech’s limbs, he was surprisingly hardy, and made it to the ground bridge with no issue, collapsing only once he was safe on the other side. 

Ravage, however, took his sweet time.  He could feel eyes on him, but he couldn’t smell any sign of a spy, and that had him nervous.  He’d made an extra sweep of the room, against Soundwave’s better judgment, before (after much insistent begging) Soundwave managed to convince him to scamper through the bridge.  He slammed it shut behind him, glad that Ravage was safe where he belonged.  Though he could only hope that Airachnid hadn’t witnessed the escape.

Losing the element of surprise in this situation would be disastrous.

~~~

His report had been made, and Megatron was scheduled to be bridged back to Kaon in the next hour.  However,  _somebody_  didn’t seem to realize that Soundwave was busy, and kept on pinging him with their priority report.  Eventually, he caved and opened communications.  He still had  _some_  time to talk, and something like this wouldn’t take long.

He hadn’t expected to see Deadlock’s face on the other end, but was relieved for it – more so once he took in the giddy excitement in the mech’s eyes.

“Report.”

“We found something!  There wasn’t much of it down there, but I feel that what we found is more than enough.  This thing is so powerful, we could barely hold it for more than a few minutes at a time.  Took us forever to mine the stuff, whatever it is.  It’s not energon.  It’s  _stronger_  than energon.  Like – like an anti energon.  And I mean, I don’t believe much in fairy tales, but Blip here suggested it might be  _dark_  energon.”

Dark energon?  Soundwave didn’t believe in such nonsense, but if Deadlock was right, then this energy source he’d found could be very important indeed.  It looked like there’d be one more thing to discuss with Lord Megatron.  But for now, he was going to squeeze Deadlock of every drop of information he had.

 

**Notes for the Chapter:**

> The content may not be an exact match, but I wanted to let it be known that 'Satisfied' is the song that always runs through my head when I write this.


	28. Punishment

**Summary for the Chapter:**

> Most of Megatron's forces are held in the hands of an untrustworthy mecha. Soundwave blames himself.

**Notes for the Chapter:**

> I feel like it's been awhile x.x Sorry 'bout that.

Deadlock's discovery had prompted a last-minute change of plans.  An emergency War Council meeting was called, to discuss the best course of action.  The Insecticons were a major pressing issue, yes, and would still be dealt with, but solving the fuel shortage was more important.  Both issues would require council consulting regardless.

Megatron, at least, still arrived in Kaon as originally planned.

He was irritable as he stood at Soundwave's side, in front of Soundwave's hub, in Soundwave's tower speaking to the few officers he felt necessary to bring into the conversation.  Displayed on the various monitors around the room were the visages of Starscream, Bludgeon, Brawl, Onslaught, Vortex (from a medical slab, attended to by Hook), Shockwave, and Deadlock.  It was bound to be another terrible meeting, between the clashing personalities of the participants, and Megatron's dark mood.

He was angry, and with good reason, as far as Soundwave was concerned.  He’d made up his mind, Soundwave had changed it, and, in doing so, had created the mess they were currently in.  Not even the good news of Deadlock's discovery had been able to lift his spirits.  Soundwave hated seeing his leader like this; took it as a personal affront.  And why shouldn't he?  It was, after all, _his_ fault.

“Well, it’s clear what we should be doing right now,” said Starscream, his optics narrowed to thin slits of light.

“And what is that, Starscream?”  Megatron may have felt angry, but he sounded tired.  He'd been on the front lines, recently.  Perhaps he had left too soon?

“We should take the Dark Energon to Shockwave on Trypticon Station.  We’re starving for energon, and Deadlock’s discovery, while potent, isn’t going to be enough to last us more than a year or two.  Shockwave has been working on energon supplements for centuries now.  If anyone can put this to good use, it’s  _him_.”  There was something in the way he spoke that Soundwave didn't like.  He was far too enthusiastic about taking the Dark Energon to Trypticon.  Wasn't he angry with Shockwave?

"I am inclined to agree," said Shockwave.  No surprise there.  "I have been requesting additional resources for a decade and a half now with no effect.  This alleged Dark Energon will prove most useful in my current projects, I am sure."

Soundwave didn't know why he did it, but he couldn't stop himself.  Maybe Megatron's bad mood was rubbing off on him as well?  Or maybe the centuries of isolation had finally gotten to him.

“Observation: Shockwave has experimented for seventy-two years; no progress made.  Suggestion: turn the project over to –“

“To  _whom_  Soundwave?” Megatron's frame stiffened as he growled his interruption.  He didn't bother looking at Soundwave.  And somehow, it hurt all the more.

Why had he spoken up?  He was being petty, and he knew it, though he wasn’t wrong.  Shockwave  _had_  shown himself incapable of delivering on his promises.  Nearly three quarters of a century should have been more than enough time to make _some_ headway.  Instead, all he’d managed to do was kill of some Insecticons, and break a Seeker.  Giving him this alleged ‘Dark Energon’ would be a waste of resources.  But Megatron’s point stood as well.  Who else would get it, if not Shockwave?

The altruistic choice would have been Perceptor.  _That_ was a mech who knew how to solve problems.  But he would never dare voice such a request aloud, end of the world or not.  Perceptor was not an option.

“Constructicons have proven efficient at developing new –“

“Mixmaster developed Tox-En,” Deadlock snapped, cutting him off.  “We need food, not weapons.”  Hook spared a glance towards the screen at Deadlock's bitter judgment.  His optic ridge was raised, his lips were pursed – incredulous disbelief.  But he said nothing.  It seemed that he didn't care one way or the other.

“The energon will go to Shockwave,” said Megatron, with an air of authority, and Shockwave, faceless though he was, perked up, clearly pleased with the decision.  “Anyone who takes issue with it will take it up with  _me_.”  Though he did not turn to look, Soundwave sensed with dread that Megatron was directing the threat at _him_.  Megatron _never_ threatened him!  What was happening?  How badly had Soundwave upset his great leader?

Much to everyone’s surprise, Onslaught answered Megatron's threat.  But Slave coding didn’t allow him to be argumentative in Megatron’s presence.  He’d been timid at War Council meetings for the past hundred years.  What could he possibly have to say  _now_?

“I agree with Lord Megatron whole-heartedly in regards to the energon, but don’t we have something more important to worry about right now?”

“Yeah, I wanna talk about those fragged-up pests!” Brawl rumbled.  “I thought that was why you called this meeting in the first place, Sir.”  It was about as contradictory as a Combaticon was allowed to get. 

“Those things are all that’s standing between us and total annihilation,” Bludgeon protested, fire in his eyes.  He'd always sung praises of the Insecticons, and today was no different.

“Those things are a menace!” was Vortex’s broken reply.  Soundwave had been surprised at his inclusion in the meeting.  Hook had only just managed to repair his vocaliser, but he hadn't yet had the chance to fix the missing chunks of his plating, his dangling rotors, his burnt out optics, or even properly stabilize his systems.  He should have been resting, recovering, but it seemed that Megatron had other plans for him. 

At the very least, his piteous appearance made it difficult to argue with him, not that Bludgeon didn't try.

 “Lord Megatron, listen to reason.  We have an overwhelming force that consumes next to no energon,  _and_  can replace itself.  You can’t possibly mean to give that up just because  _someone_  couldn’t keep his olfactory sensors out of another mech’s business!”

“That is exactly what I mean to do, Bludgeon,” Megatron asserted.  Bludgeon looked very much as though he wished to argue, but Megatron didn’t give him the chance.  “No one is denying that the Insecticons have benefited our cause greatly.  I myself am loathe to give them up.  But Soundwave and Vortex have made a compelling case against them.”

“Funny,” said Starscream.  “I seem to recall that  _Soundwave_  was the one who insisted we rely on these mindless beasts in the first place.”

“They’re not mindless –“ Bludgeon tried to protest, but Starscream kept on talking over him.

“If he can’t be trusted to make informed decisions, then maybe we would benefit from putting restrictions on his power.”

Soundwave bristled, and invisible though the action was, he had no doubt that Starscream had noticed.  Megatron  _definitely_  noticed.

“Enough, Starscream.  We were desperate for an advantage, Scorponok provided us one, and we took it without fully considering the consequences.”

“What consequences?!” Bludgeon groaned.  “They’re perfectly safe if you don’t go snooping around in places you got no business being.”  Soundwave was willing to bet that Bludgeon was glaring at Vortex, but it was difficult to tell through the monitors.

“What you are failing to grasp, Bludgeon, is that we have willingly allowed complete control of our most powerful asset to an unknown newcomer whose loyalty is smaller than her ambition.  We already have confirmation that she killed Scorponok.  I’d prefer not to give her the chance to take out anyone else.”

“But –“

“I don’t trust Airachnid to have as much power as she does.  As it stands, she is in the perfect position to stage a coup should she so desire, and we’d be helpless to stop her.  That is not a position I care to find myself in.  It is thus that I am ordering each and every officer in the Decepticon army to execute all Insecticons under their command.”

If Bludgeon had been angry before, then he was livid now.  “And just what do you intend we do without them?!  Hold unending stalemates like we did in Nyon?  Allow the Autobots to get the jump on us?  Do you have any idea how much this void in the army is going to hurt us?!”

“We’ll fill it with something sooner or later, I assure you.”  Megatron didn’t turn to look at Soundwave, but there was a strange flicker of guilt in his field that had Soundwave nervous.  What was he thinking?

“You think she’ll notice when all of her Insecticons up and turn up dead?” Brawl asked, suddenly wary.  “I’ve seen these things fight.  The last thing I want is to be on the wrong side of a bug uprising.”

“Airachnid may be able to control them with a thought,” Onslaught stepped in, “but even  _she_ has limits.”

“How can you be sure?” Brawl insisted.

“They’re basically the same as Soundwave and his brats, right?  I’ve seen Ravage and company when he gets too far away.  They grow sad, nervous, all because they can’t feel his presence, or whatever nonsense relationship quirks they’ve got going.”

“Is that right, Soundwave?” said Megatron without looking back.

Soundwave hesitated.  He didn’t like sharing information about his Symbionts with anyone, least of all untrustworthy mechs like Starscream and Onslaught, but he couldn’t well ignore a direct question from Lord Megatron.

“Affirmative.  Provided no active effort is made, full mental link is accessible at close proximity; at five miles: reduced to basic physical/emotional state; at ten miles: reduced to system status report; beyond twenty: may only determine if Symbiont is functioning.  Furthermore, beyond two hundred and fifty miles: high concentration spark communication disabled.  However, Airachnid: weaker, due to severity of spark splicing.  Estimate: mind control within five miles; beyond: connection – unlikely.”

“So she won’t know what we’re doing unless someone is stupid enough to tell her,” Onslaught surmised.

“And that will be worth cold slag in the end,” hissed Bludgeon.  “The Insecticons may have a hive mind, may be brutal and obedient, but they’re not stupid.  Do you believe for a minute that they’re going to allow themselves to be executed en masse?  ‘Cause if you do, then do I have a surprise for you!”

“We’ll put in for some transferrals,” Onslaught suggested.  “Thin out their numbers, keep them in the dark.  Then it’s execution.”

This plan was getting shadier by the minute, especially if the horrified looks coming from Deadlock, Starscream, and Hook were anything to go by.  And while Starscream was all over the place, Soundwave had long-since realized that Hook and Deadlock were the keepers of Decepticon morality.  If they disapproved of something, then it was probably something pretty bad. 

However, shady or not, Soundwave wanted those Insecticons gone.  They were undoubtedly terrifying – the worst of the worst.  They weren’t real mechs, their existence was a threat to the cause.  But on the other hand, no matter what he wanted personally, it was difficult to justify rounding them all up for slaughter.  After all . . .

_It could have been Ravage, Rumble, Laserbeak._

But it wasn’t, was it?  His own Symbionts presented no direct threat to the cause.

_Isn’t this what we were fighting against in the first place?_

But this was different too, or so he tried to justify.  The Insecticons were mutilated beyond recovery, they were broken clones, death would be a mercy, this was war, these were his orders, he had to do as he was commanded!

_I’m a slave.  I don’t have a say in the matter.  There’s no sense in getting upset over it._

The answer was acceptable for now; how convenient it was to be able to cast off personal accountability when he didn’t feel like fretting over morality.  It was better if he wasn’t allowed to make his own decisions.  Situations like _this_ happened when he did.

“Very well.  I’ll have  _Soundwave_  begin with the transfers.”

Hearing his name in his master’s voice was enough to drag him back into the conversation.  He nodded, though Megatron wasn’t looking at him.  He hadn’t spared Soundwave a single glance since the meeting began, and Soundwave felt his avoidance keenly.

“Soundwave, do you believe the Insecticons will be able to sense each other’s deaths?”

Now  _there_  was a morbid thought.  He was being asked to speculate far more than was ideal, his own experience with Symbiosis being made the rubric for Insecticon behavior, despite having very little in common with the beasts.  He didn’t even know if his  _own_  experiences were common.  Even he and Blaster seemed to have different relationships with their Symbionts, and they’d been  _twins_.  Who knew how different Airachnid was?  Who knew how much the severe extent of her spark splicing affected them?  And their own propensity for thuggishness and maintaining appearances made empathy within them difficult to judge – if it existed at all.

“Observation: Carrier bot more aware of Symbiont vitals than Symbionts aware of other Symbionts.  Speculation: if Airachnid is unaware of Insecticon deaths, Insecticons likely also unaware.  Further observation: Insecticon deaths in combat – common and expected.  Speculation: awareness of situation – unlikely.”

“And what situation would  _that_ be?”

A petrified hush fell over the gathered Decepticons.  A tenth user had just connected to their private conversation, though the how of it was beyond them.  The moment he heard Airachnid’s voice drifting from the command terminal, however, Soundwave was investigating the answer.

She was on Scorponok’s private terminal – which, due to the nature of his job, had an open-access connection with Soundwave’s own terminal, a connection whose abolishment had been overlooked in the scant few hours between learning of his death, and now.  He wasn’t sure how Airachnid knew of the conference, or if she’d stumbled upon it while trying to contact Kaon for another reason, but she certainly had impeccable timing.

For the first time, Megatron turned to face Soundwave, fixing him a curious, yet scathing look.

_What happened?_

The last thing Soundwave needed right now was one more reason for Megatron to be disappointed in him, but there was no helping it.  Dutifully, he sent over a data packet for Megatron’s perusal.

But the how of it didn’t matter at this point.  Airachnid was in on the meeting now, and dismissing her would only make her more suspicious – not that _that_ stopped them.

“Airachnid,” Megatron greeted, surprisingly civil all things considered.  “This is a private meeting for a select few officers, whose ranks, I'm afraid, do not include you.  I will ask you to leave only once.”

“Lord Megatron, with all due respect, I couldn’t help but overhear you discussing my Insecticons, and after the tragic passing of Scorponok, I am the single best source of authority on the project.  Do you really want to learn how my little darlings function from  _Soundwave’s_  speculations, of all things?”  The way she said his name, it was like a biting insult, one that Megatron did not miss.

“I trust Soundwave’s opinion of the subject,” Megatron asserted, surprising everyone.

“Yes, I suppose he would know a lot, wouldn’t he?  He has been spying on me, after all.”  Whatever reaction she’d been hoping for – outrage?  Sympathy?  She did not find. Starscream even snickered, though he was alone in his mockery.

“Please, Soundwave spies on  _everyone_.  You’re hardly the exception.”

“I – what?”  Surprise, and then indignation drifted across her face.

“Airachnid, I know that you’re still young, and such a thing might come across as shocking . . .”

“’Shocking?’  Do you really trust your own troops so little?”

“Sometimes he has good reason not to trust his troops,” growled Brawl.  The irony of a Combaticon arguing against dissidence was lost on him.

“I beg your pardon?  You aren’t referring to  _me_ , are you?  I’ve never done anything to make you question my loyalty.”

“You broke Vortex!” Brawl roared in response.

“Well, maybe he should have been a better spy.  Tell me, how long has this been going on that you’re okay with constant violations of privacy?”

“Careful now.  That’s Autobot talk,” sneered Onslaught, more happy to have an empire-approved target for his aggressions than he was to uphold Decepticon integrity.

“Autobots?”  Airachnid backed away with a hiss, as though burned.  “You really think I’d throw my lot in with  _those_  idiots?!”

“I don’t know,” croaked Vortex.  “You  _did_  kill Scorponok.  That’s like, step one on the entrance exam.”

“Clearly I should’ve done a better job with  _you_.”  She smiled that predatory smile of hers, but Vortex could only laugh, a staticky, choked Sound.  Hook quickly pushed him back down on the slab, fiddling away with some equipment just out of sight.

 “ _Airachnid_ ,” Megatron stepped in, still outwardly calm, though his fuel flowed much faster now.  “ _Why_  did you kill Scorponok?”

She hesitated, though it wasn’t fear that shone in her optics, but further righteous fury.  “He was duplicitous.  He wanted your power, wanted to use the Insecticons to stage a coup and return to his former position.  I thought he was better off dead.  I’m surprised Soundwave missed  _that_  little detail, what with him being your master spy and all.”

Through the console, Soundwave would not hear if Airachnid’s internal systems betrayed her, but she seemed to believe her own words at least.  Whether that was the entirety of the story was anyone’s guess.  Soundwave could hear a lot, but he couldn’t hear  _everything_.  Who knew  _what_  Scorponok had been planning?  Maybe he _had_ wanted to return to his senator days.  He was dead now; he wasn’t saying.

“Why did you not come to us?” Megatron said, still holding onto his cool demeanor.

“And you would have believed me?”

“If you were telling the truth.”  He nodded toward Soundwave, which only served to add to Airachnid’s anger.

“Oh, he’s a polygraph too?  Why, he really _is_ the perfect mech, isn’t he?”

“But,” said Megatron, interrupting whatever implied threat she was preparing to send Soundwave’s way, “it seems we have a problem with trust now.  Your loyalty has been called into question, and I’m afraid we’ll need a resolution.”

“I’m loyal,” she growled, bitter, but not necessarily lying.  “I was born a Decepticon.  I’ve lived my life as a Decepticon.  Why would I want to defect  _now_?”

“Prove it to me.”  Lord Megatron was smiling – that same sadistic grin he always wore to battle.  He was on the hunt, and Airachnid was his prey.  “Shut down your operation.”

“What?”  She may have been on the losing side of this battle, but Airachnid was reluctant to play the victim.  She was affronted, rather than horrified.

“I don’t trust you with so much power anymore.  You’ve already proven that you can’t handle it.  So I’m ordering you to shut down Insecticon production.  We’ll transfer you to another unit – science or the front lines – take your pick.”

She paused for a long moment, looking very much like she wanted to argue, but in the end, she recognized the futility of such a gesture.  “Very well.  I shall cease production of Insecticons, and terminate those in my power.  Is that a suitable solution for you, Lord Megatron?”

“It is.”

Airachnid had given up too easily; everyone was worried.  Even without full range of his hearing, Soundwave could tell that she had some kind of scheme in the works.  What that could be was as yet unknown, but there was no way a bot of  _that_  nature relinquished power on command.  What did she want?

~~~

“Soundwave, come with me.”  This was it – the moment Soundwave had been dreading.  Megatron’s punishment.

All things considered, the council meeting had gone well.  Though Bludgeon and Deadlock had protested, everyone had agreed to execute their Insecticons.  Even Airachnid hadn’t been as much of a problem as initially anticipated, though it was still too soon to write her off as a threat.

Starscream, Deadlock, and Astrotrain were all making preparations to converge in Kaon before heading off to Trypticon Station with Deadlock’s discovery.  All other loose ends had been resolved for the moment.  Now it was just Soundwave and the still-angry Megatron, whose spark flared like a violent storm, whose steps fell a little too hard, whose frame was a little too tense, who still wasn’t looking at Soundwave, who said his name with the harsh edge of disgust, who was still admirably fighting for control through it all.

Megatron marched back to his quarters, leaving Soundwave struggling to match his long legs and quick pace.  It was only then, once the door was closed behind them, once they were cut off from the world as a whole, that Megatron deigned to face him, optics burning bright beneath his barely-suppressed rage.  Soundwave hung his head, unable to face the twin flames of Megatron’s anger and disappointment.

“Look at me, Soundwave.”

Soundwave did.  Doing so made his tanks churn and his head spin, but disobeying would be worse.  Megatron said nothing for a long minute, taking in Soundwave’s misery with a strangely-passive frown.

“You’re upset.”

“Megatron: angry.  Fault: Soundwave’s.  Punishment: deserved.”

He noticed, with a sense of sick hope, the flicker of surprise in Megatron’s spark.  And then came the strained, broken laughter.  Soundwave struggled not to wince.

“This is what I love about you, Soundwave," it was insincere praise, a backhanded compliment.  Soundwave didn't like it.  But it didn't matter what Soundwave liked, did it?  It never had.  "I don’t have to punish you for your mistakes – you do more than an adequate job of that on your own.”  He stepped closer, and it was all Soundwave could do not to step back.  What was he afraid of?  Megatron had struck him before, it wasn’t so frightening a prospect.  “And I know you will not rest until you’ve rectified the issue, even if the fault does not solely like with you.”  What?

And just like that, his anger waned; he closed the distance between them, reached out, as though to touch, but he stopped himself, his hand dangling in the air over Soundwave’s shoulder, before falling back to his side.  What was he doing?  This was supposed to be a punishment! Or maybe his _inaction_ was the punishment?  Was he playing mind games now?

“I’m not going to hurt you.”

Not actively, maybe.  But mentally?  Blows to the body didn’t hurt nearly so much as his own shame did, after all.  Why couldn’t Megatron just beat him like he did Starscream?  "Megatron: angry."

Megatron’s engine gave a sharp rumble at that.  “Of  _course_  I’m angry, Soundwave.  I just found out about Airachnid’s treachery; it’s a fresh wound.  And yes, I am more than aware of your role in this mess, but I never said I blamed you for it; you did that yourself.”  Despite the consolations, Soundwave felt more ashamed than ever.  Why couldn’t Megatron just be mad at him?  That would make this easier.

_I made a mistake.  I failed you.  I'm useless, broken, scrap!  I deserve punishment!_

A heavy hand grasped his shoulder, careful to avoid contact with any Symbionts, and squeezed.  “If you want whatever it is you think will redeem you, you’re on your own.”

Soundwave nodded, incapable of anything further.  What did it matter if Megatron didn’t care?  Soundwave was angry enough for the both of them.  He would find a solution for their sudden troop shortage, even if it killed him.  He had to.  If he couldn't be Megatron's most loyal, most useful, most hard-working, then what good was he?

. . .

“I want you to go to Trypticon with Starscream.”

That was enough to pull him from his troubled thoughts.  He jerked back in surprise, still held fast in place by Megatron’s hand.  Why in Primus’s name did Megatron want to send him to  _space_?!  He hadn’t left Kaon in nearly a century, and Megatron had said he wasn’t going to punish Soundwave for his role in the Insecticon fiasco.

“Reasoning: not understood,” he at last choked out.

“It’s several reasons, actually,” Megatron replied, without humor.  “I know this is sudden and strange, but do hear me out.”

At a loss for words once more, all Soundwave could do was nod again.

“First, you’ve made your distrust of Shockwave blatantly obvious.  We’re only afforded the information he and his assistants provide – I want you to investigate first-hand – see what’s really going on up there.  With our greatest asset in _centuries_ being deposited into his greedy claws, we can’t be too careful.”

It made sense; that was reason enough to send Soundwave on his way.  But apparently there was more.  He cocked his head, prompting Megatron to continue.

“Number two: Starscream has been acting strangely of late.  Distant, except for talk of Trypticon.  I assume his interest lies in his old . . . friend – the one Shockwave has been experimenting on, is to blame.”  His claws tightened, while his engine gave a possessive rumble.  That was a bad sign if ever Soundwave saw one.  But it passed in a moment.  Megatron released his shoulder, though with no indication of guilt.

“Keep him out of trouble.”

Babysit Shockwave, babysit Starscream.  Already, the mission was looking to be punishing.  But that was what he wanted right?  Honestly, he didn't think it was punishment enough, but who was he to question Lord Megatron's orders?  “Understood."  Megatron, however, made no move to let him leave.  It seemed he still had more to say.  

“Finished?” Soundwave asked after a few moments, already knowing the answer.

“I’ve been worried about you, actually.”

 _Him?_   Soundwave withdrew, surprised, prompting Megatron to reach for him again, this time wrapping an arm around his waist, drawing him in close, exactly where Soundwave did _not_ want to be right now.  He stiffened immediately, though if Megatron noticed, he gave no indication. 

“Don’t act so surprised, Soundwave.”  This time, the trace of a laugh could be heard in his voice.  “Unbelievable as it may seem, thoughts of your welfare  _do_  cross my mind now and then.”  It was a joke, though not a very good one in Soundwave’s opinion.  Still, he allowed himself to relax in those strong arms.  No sense in fighting something he enjoyed.  He _did_ enjoy this, right?

Megatron’s frame sunk in a full-body sigh.  “How long have you been cooped up in Kaon?  No, forget Kaon.  When was the last time you left this tower?”

Soundwave considered the question for a moment.  “Sixty-six years – presence in tower.”

Megatron’s vents hitched, he cried out “Primus, Soundwave!”  His arm grew uncomfortably tight around Soundwave, but he was quick to regain control.   “ _This_  is why I’m worried.  I know you don’t mind isolation, but anyone would be mad after being cooped up for so long.  And I fear it may be beginning to show in your work.”

Soundwave froze, a moment of blind terror seizing him.  His work had suffered too?  Of _course_ it had!  And worse, Megatron had noticed.  It was all too much!

The hand on his back loosened, allowing him some small degree of freedom.  He used it to give himself a few steps’ space, lest his spinning processor send him toppling into Megatron and shame him further.

“I won’t go so far as to call it a vacation, but I do think it will be good for you.  No fighting, as promised.  You can bring your Symbionts with you, if you are so inclined.”

Everything was happening so fast.  And how could he leave Kaon?  Who would do  _his_  job in his absence?

“I will remain in Kaon until this Insecticon business has been sorted out.  Don’t worry about leaving your post unattended.”

Megatron always  _had_  been good at reading his mind.  Racing as his thoughts were, Megatron’s words allowed a calmness to take over.  Everything would be okay.  His job was covered, he had a new mission, he wouldn’t be fighting, or going anywhere  _near_  the Autobots, and he could bring Ravage and Rumble and Laserbeak with him.  Lord Megatron really was too good to him.

“Understood,” said Soundwave, steadying himself enough for another nod.  And seeing it, Megatron allowed his first genuine smile to slip through.  Even after all this time, even as miserable as he was, those stupid, cheating smiles were enough to leave Soundwave floating on air.  He was helpless to resist their sway.

“I’m glad.”  The moment passed; his smile grew harder, more forced.  Why?  “I’d give you something to remember me by, but I’d rather not risk any interruptions from Starscream. He should be in any minute.”  No.  That wasn’t it.

“Megatron?” he pressed, tilting his head again, hoping to beg the question.  As usual, Lord Megatron read his behavior with ease.

“I’d like you to stay up there for a while – until this Airachnid situation is passed.  She may be playing docile for now, but I cannot imagine she is pleased with her current situation. And she seemed to be taking a special interest in  _you_.  Stay safe.”

Soundwave might have been offended, thought to be patronized even, but the truth was, he agreed.  Airachnid was a dangerous abomination (what irony that _he_ would call someone _else_ such a wicked word), and he wanted nothing more to do with her.  He would take his punishment (even if Megatron refused to issue it), he would go to Trypticon, and he would follow Lord Megatron’s orders to the letter.

He had no words to say, none that could properly convey his feelings anyway.  All Soundwave could do was nod, strong and calm, and offer a confident, “Understood.  Mission: accepted.”

 


	29. Vacation

**Summary for the Chapter:**

> Soundwave makes the journey to Trypticon station with Deadlock's new discovery, only to run into unexpected obstacles.

Trypticon Station was nothing like Soundwave had expected.  It was loud, for one thing.  It shouldn't have been.  With the arrival of Starscream's crew, the population of the station numbered a mere fourteen mechs – Shockwave and his two assistants, Starscream's trine, Soundwave and his Symbionts, Deadlock, Astrotrain, and the two Autobot prisoners.  And though Starscream was chatty, and Skywarp, Rumble, and Astrotrain, boisterous, the sounds that blared loudly in a steady stream at a deafening volume came not from its passengers, but the ship itself.

The engines couldn't have been so loud even if they had reason to be active at the moment, and the sound Soundwave heard didn't seem right regardless.  It wasn't sustained, but rather, it pounded a steady pulse which vibrated through the corridors, the ceilings, and the floors, almost like some kind of massive spark.  And accompanying it was an EM field to match.  If Soundwave didn't know better, he would have assumed Trypticon to be some kind of oversized mech, rather than a ship.

But that was nonsense.

"Primus, I hate this place," Starscream griped.  "It's always much too warm, and would it kill them to put in some decent lighting?"

Naturally, Starscream was going to make this visit as annoying as possible.

"I kinda like it," Deadlock shrugged.  "I've never been to space before."

"Space is overrated," was Astrotrain's response.  "Just a whole lotta nothing.  No thanks."

"Maybe," said Deadlock, "but it's about as far away from underground as you can get.  I'll be glad if I never have to see the bottom of a mine again."  His pulse suddenly began to rush, and he cast a furtive glance Soundwave's way.  "Not that I'm not happy to help the cause, of course."

"Yeah, whatever ya suck up," Skywarp jumped in, allowing his wings to flare wide.  "I ain't afraid to say I'm glad to get away from Cybertron.  Talk about gloom-city.  It's all way too depressing."

For once, Skywarp and Soundwave were in agreement.  Cybertron, the world that had given life to the lot of them, had been reduced to little more than a barren wasteland, filled with half-starved mechs desperately trying to dig up a single drop of fuel.  It was a miserable place, and Soundwave would be lying if he'd said he wasn't happy to get away.

"Just don't have too much fun," Starscream ordered, though he seemed more offended that others were happy in his misery rather than by the idle chatter.  "We're on a mission here, not a vacation."

 _"Buzz kill,_ " Rumble griped over the bond, provoking an unvoiced laugh from Soundwave.  When was the last time _that_ had happened?

 _"It's been too long, Boss,"_ Ravage added, _"But the three of us are gonna be fixing that.  We promise you!_ "

It was a promise he quite looked forward to seeing come to fruition.  Soundwave was, for the first time ever, off-planet, for the first time in decades, surrounded by other mechs, and, as much as he hated to admit it, for the first time in far too long, miles and miles away from the constant stressor that was his glorious leader.  And this time, he didn't have the nagging fear of what Megatron was getting up to with Starscream weighing on his mind. 

Starscream was here, Soundwave had _orders_ to _spy_ on him ( _and_ Shockwave).  Regardless of any assertions otherwise, this was the closest Soundwave had come to a vacation in his life, and he was looking forward to enjoying it.

 _"Primus Boss!  What will you even_ do _with yourself if you wind up with some legitimate free time?"_

He honestly couldn't come up with an answer to Ravage's question.

~~~

"It's not Dark Energon," Shockwave declared after a  scant few seconds of beholding their prize.

"How can you tell?" Deadlock asked, finials giving a slight twitch of curiosity.

"Because Dark Energon is a myth."

"It's not," Thundercracker protested.  "Primus is real – we _know_ this.  We know he fought Unicron at the dawn of civilization.  And Unicron must've had _blood_."

"The core of our world provides our life force, but there is no proof that it is a 'supernatural' deity, and while we do have evidence of a cataclysmic event eons in the past, there is no reason to believe that said event was caused by the 'unmaker.'"

Deadlock jumped back in before Shockwave and Thundercracker could get into an argument over theology, much to the relief of the rest of the gathered mechs.

"If it's not 'Dark Energon,' then what is it?"

Shockwave averted his gaze from the bright yellow cube that Astrotrain and Skywarp carried between them to stare at Deadlock.  "I can only hypothesize until I have an opportunity to more-fully analyze your discovery, but I can say that, in the last Golden Age, the world's top scientists were able to develop a form of synthetic energon, its formula long since lost to us.  It was long-used to power the ancient space bridges, as well as the lost Titans – Cybertronians said to be the size of cities.  It is yet unknown to me why it fell out of common use – I myself was young when it happened.  I doubt there are any left who remember.  Alpha Trion, perhaps?  What I do know, is that we were forced to deactivate first, the Titans, and then the space bridges.  But it is possible that some of this energon remained on Cybertron – though it must have been buried deep to evade discovery for so long."

"So what's the difference between this 'synthetic' energon and normal energon?" Starscream asked.

"Synthetic energon was more potent as I recall, and, as is implied by the name, able to be reproduced in a laboratory setting.  It is unlikely that this is a completely pure sample, but I may be able to determine and ideally, replicate its structure if given enough time."

"And how much time are we talking here?" Soundwave had to admire Starscream's focus, but he seemed somehow on edge.

Shockwave sighed, returning his gaze to the cube.  “That is impossible to say at the moment.  It could be as little as a few days, though if the components are difficult to come by, it may take years, decades, or may be impossible to replicate at all.”

 “Wonderful.”

“Your sarcasm is not appreciated, Starscream.”

Starscream stiffened.  It appeared that Shockwave’s literalism was not much appreciated either.  “Very well, Shockwave.  You go right ahead and get on ‘analyzing’ the – whatever-this-is.  The rest of us, in the meantime, will get ourselves situated.  After all, if what you say is true, we may be up here for a while.  My orders are to not leave until we have a workable solution to the energon crisis.”

“Understood.  Oil Slick will show you to lodging.  And the brig is on the second level.”

And this time, Starscream jolted.  “The brig?  Why would I be interested in such an unseemly place?”  His feigned disinterest was fooling no one.  Soundwave didn’t know why he bothered.

“Because,” said Shockwave, without moving to look.  “That’s where we’re keeping Jetfire.”

~~~

It was no mystery to anyone as to just what Starscream was doing on Trypticon Station, official orders be damned.  He was here for Jetfire and Jetfire alone.  But the deeper reasoning behind his decision, continued to puzzle Soundwave.  It was clear that the two Seekers had once been close; Soundwave had known as much from the day he’d  _met_  Jetfire.  He’d also determined that, whatever had been between the pair, lingered more strongly with Starscream than it did with his old friend(?). 

Starscream always held the stronger reactions.  His spark gave a telling flicker every time Jetfire’s name was mentioned.  And when he’d received news of just what was going on up here – well, his response had underwhelmed Soundwave, if only for the fact that he hadn’t blown Trypticon to bits the moment he set foot on the station.  He was hurting with every second that passed by, and it would only be a matter of time before he exploded in some sort of destructive way.  It _was_ Starscream, after all.

But it seemed, as they stared in upon the bound and writhing form in the cell before them, that it would not be right now.  Starscream felt angry, of course, but the steady flare of his EM field implied it was a passive sort.  There was still a ways to go before that line was crossed.

“What’s wrong with him?” Skywarp asked, a hint of sickness buried beneath his usual posturing.  Starscream was not the only one affected by the sight.

<<We don’t know entirely.  He was sick when we got him.  EN 6.5 probably worsened his condition.>>  Shockwave’s other assistant, Forestock, had curled his lithe frame atop the observation terminal in a manner that was A. probably very bad for the equipment, and B. looked very uncomfortable. 

 _“What did he say, Boss?”_  Rumble asked, from within his bed, not quite capable of understanding the ancient tongue in which that mech spoke.  Soundwave understood, of course.  He was a communications mech; he’d been built for linguistics.  And Starscream understood – he was nobility, of course he did.  Thundercracker made clear that the same was true for him, and Skywarp as well, though his frame had gone very still, in an effort to concentrate.  Lowborn Deadlock and Astrotrain, however, not to mention Ravage, Rumble, and Laserbeak, were at a loss.  This was going to become annoying rather quickly.

_“Conversation: will translate for Symbiont comprehension at a later time.”_

_“Okay, sure.  Whatever.”_ Rumble sounded rather bitter about the affair, but Soundwave wasn’t keen on providing a real-time translation while trying to keep up with what was sure to be a fiery conversation.

“You ran tests on a  _prisoner_!" Starscream snapped.  "We  _are_  supposed to be the good guys; you do realize?”

Forestock met the accusation with an empty stare, not that Starscream was much unnerved by it.  He had enough experience being on the wrong end of Soundwave’s irritation to find apathy frightening anymore.

“Who gave you permission for such a thing?”

Forestock nodded towards Soundwave.

“You?!”

And that had all gone downhill rather fast.  Soundwave hastened to send Starscream a copy of the report that had cleared the experimentation, but Starscream wasn’t having it.

“I should’ve known a soulless abomination like you would think something like this was okay!”

“DIE!  DIE DIE!!  ALL OF YOU!  MONSTERS!  LIARS!!  AND YOU, BRAINSTORM, WORST OF ALL!!  <<DIE DIE!  SMELT IN THE PIT!  I’LL TEAR YOU TO SHREDS>> LET ME OUT!!  GIVE ME MORE!  <<GIVE ME MORE!!>> I HUNGER!!”

Jetfire had been fairly subdued up to that point, but hearing him speak, if it could even be called that – ranting in two languages, had been startling enough to draw all of their attention.

“Does that – uh, happen often?” Skywarp asked, trying for levity with all of his might.

<<Every few hours or so,>> was the passionless response.  <<He won’t take ordinary energon anymore, which is quite peculiar.  And his response is the same, regardless of whether Decepticons or his fellow Autobot are before him.  We suspect he can’t quite see what’s in front of him anymore.>>

A tiny clattering sound reached his audials – Starscream’s wings were rattling, his fists were clenched tightly, his frame forced to stiffness, to hide his fear.  “Enough of this display.  I don’t need to see anymore.”  He turned face and stormed off without another word, leaving a frantic Thundercracker following after him.  Skywarp held back, apparently in no mood to deal with Starscream’s inevitable misplaced wrath.

“You really are a sick fuck, you know that?” he said, his rage directed at Forestock.  “You could at least  _pretend_  to have a spark, y’know?”

<<I have a – >> the small scientist protested, but cut himself off once it was clear that Skywarp was no longer listening.  Instead, he was bearing down on Soundwave, fire in his optics.

“And  _you_!  What in the Pit is wrong with  _you_?!  I thought you were supposed to be the _nice_ one!”

_“Let me take ‘im, Boss!” Rumble snarled in his dock.  “He has no idea what he’s talking about!”_

Laserbeak too was pulsing in agitation, though Ravage remained strangely silent.

“How could you approve something like this?!  You  _know_  what Jetfire means to Starscream!”

Soundwave saw his chance for information; he took it.  “Negative.”

The response caught Skywarp off-guard, albeit, not for long.  “What do mean by  _that_?  Of  _course_  you know!  You gotta!  You know everything.”

Soundwave said nothing to that, but didn’t back down either.  Unlike Starscream, Skywarp was not yet immune to the cold faceless stare of Soundwave.

“Fine!  Y’know?  I don’t care if you didn’t know!  You had no right!”  He turned on his heel and stalked off after his brothers, wings twitching in agitation all the while.

Now, it was just him, Forestock, and the half-clueless Deadlock and Astrotrain.

“Err,” the latter said, holding up a hand.  “I don’t wanna sound dumb, but what exactly is going on here?”

Now was as good a time as any.  Soundwave compiled a quick report summarizing the conversation as well as the unmentioned events leading up to their current situation, and sent it out to the station’s network.  Anyone on board with the right clearance could access it, and find out just how badly he’d managed to mess everything up.

 _You shouldn’t have done that._ This _is what happens when you make decisions on your own._

He couldn’t argue with his own mind, and his perplexed Symbionts did nothing to persuade him otherwise.  It was better that way.  He didn’t want to argue right now.  He just wanted to disappear away from the group and do the one thing he was good at – watching others.

~~~

“I can’t believe the  _nerve_  of those prissy-aft Seekers!” Rumble growled, punching the wall in Soundwave’s new quarters.  “They think they’re so great?  All they do is direct combat.  They don’t gotta make the same kind of decisions you and the Big Boss do.  Sure would take ‘em down a peg if they did.”

Perhaps.  It was foolish to think Starscream incapable of making any major decisions, however.  He was second-in-command for a reason, regardless of how he had come into the position.  He would have been long dead were he incompetent.  Besides, at least  _some_ of his combat decisions had to be made with no time to mull over the consequences.  And he seemed to be doing a fine job for himself.  Unlike Soundwave.

“Don’t beat yourself up over it,” said Ravage in response to the wilted flare in his spark through the bond.  “I can’t say I like the fact that we’re experimenting on POWs now, but I can understand why you did what you did.  And I’ll back you up the next time someone else tries to question it.”

“And you know Big Boss would have your back too!” Rumble added, bracing himself against Soundwave’s leg.  “You don’t gotta blame yourself for everything that goes wrong.  Nobody else does.”  He paused, rethinking that.  “Anyone who matters, anyway.”

Laserbeak pulsed a wave of confidence against his perch on Soundwave’s shoulder.  The all-around support was nice, but this wasn’t a problem that could be fixed by a pep talk.  It was deep-seated self-loathing and a peculiar lack of confidence.  How strange that a mech with such skill would have such powerful insecurities.  Logically, it didn’t measure up, and yet, here he was. 

_“HUNGER!  I HUNGER!!  FEED ME!  KILL ME!  DIE <<DIE>> ALL OF YOU DESERVE TO ROT!!  TO BURN!!  TO SUFFER!  I’LL KILL YOU, <<JUST YOU WAIT!  I WILL>> END YOU!”_

And it certainly didn’t help to have an audible representation of his failure sitting right within earshot, forcing him to confront his own poor judgment time and again.  His frame drooped in a miserable sigh.  Why had he thought that being up here could possibly qualify as a ‘vacation.’  There was no such thing for Soundwave.

“Ravage, Rumble, Laserbeak: assigned mission from Lord Megatron – observe Starscream, Shockwave.  Ravage, Rumble, Laserbeak: operation: surveillance.  Ravage, Operation: observe Starscream; Rumble, Operation: observe Shockwave.  Laserbeak, Operation: observe remaining crew.  Dismissed.”

“Boss, really?  I thought we were gonna take a day off to get settled.”

“ _Dismissed_!” he repeated, with no patience for Rumble’s wheedling.  The three Minicons exchanged a helpless glance, before slipping out of the room to perform their assigned tasks.  It gave Soundwave a little peace of mind.  He loved having them around, truly he did.  But at a time like this, the comfort they provided was agitating.

Right now, he wanted peace, and the same isolation that he’d grown to loathe over the past several decades.  What a conundrum.  When he was alone, he wanted to be with others, and when he was with others, he longed for solitude.  No wonder he was unhappy. 

Of course, with the atmosphere on the station as tense as it was, peace was impossible, but he could still  _try_  to get back into the swing of things.  He approached his terminal. 

True, Ravage, Rumble, and Laserbeak were out spying on his shipmates, but that didn’t give Soundwave an excuse to slack off, and he wouldn’t have wanted to anyway.  If he had nothing to focus on, then surely his mind would occupy itself with whatever he least wanted to think about.  It was better to have work to do.

He jacked in – to Trypticon Station’s surveillance network.  And that was the exact moment that he knew something was wrong.

This wasn’t like his terminal back in Kaon, or the terminal in the Autobot base, or even the one he’d used when working for Senator Ratbat a lifetime and a half ago.  Every surveillance network he’d operated, or hacked, had held a few distinct similarities – audio/visual feed, isolated access points, steady data streams that flowed through his processor, alerting him to any abnormalities in the system.  This was none of those.

He could see  _everything_  – on each and every floor of the ship, in all possible directions, and throughout the entirety of the massive exterior to boot!  And it wasn’t just sight, or even  _sound_!  He could feel, taste, touch, read – every sense available to him as a bot was likewise transferred to him over Trypticon’s network, with internal coding so complicated, that even  _he_  struggled to make sense of it.  Interfacing with Trypticon Station, once again, felt more like connecting with a bot than it did a surveillance network, and for the second time that day, Soundwave was left wondering.

At least  _somewhere_  in the back of his mind.  The rest of his mind couldn't manage even that much.

Experiencing the world as Trypticon Station was all too overwhelming – Soundwave felt powerful, his field of observation had never  _been_  so wide, so detailed, as every bit of sensory data washed over him, drowned him in an endless mountain of information.  It was an amazing rush, and yet, at the same time, terrifying.  He had never experienced anything like it before, and with his mind spread so wide, it was difficult to keep track of his  _own_  frame.  He’d been washed away when the floodgates opened, and it had taken all of his concentration to hone in on the tiny pinprick of overbearing agony in order for him to reconnect with himself enough to break free from its sway.

He pulled his cables back with perhaps more force than was healthy; the fine wires on the end of his tendrils burnt and sparked at the action, but the pain barely registered.  He was too busy focusing on the mind-numbing headache making a plaything of his processor right now.  What had  _that_  been?

Didn’t matter, and it wouldn’t until he was capable of standing on his own two feet again.  When had he wound up on the floor?  Eh.  This was fine.  His trembling arms forced his frame away from the terminal, crawling backwards until he hit a wall – at least, he thought he did.  His processer was in the midst of a forced shut down; he didn’t have much awareness left to him, least of all due to the fact that part of him was still experiencing the world as a Titan-sized space station.  Frag it all.

If he couldn’t distract himself from his own miserable existence with work, at least he could do so with a processor malfunction.

He slumped over, sliding along some sort of plane until his body was stopped by what was probably another surface.  There were no longer names for things, or sensations.  There was only dreamless unconsciousness.

~~~

According to Rumble, it had felt like an overdose on circuit boosters, which honestly raised more questions than it resolved.  Ravage too, had mentioned feeling a rush, followed by a splitting headache.  They had been there when he came to, watching and worried, but Soundwave dismissed their concerns.  He was fine – there were no lingering effects of interfacing with Trypticon.  In fact, he felt better! 

Doom and gloom Soundwave was gone!  Yes, he'd approved some shady projects, but this was war, their planet was dying – they didn't have the luxury of morality.  Besides, he'd never cared what Starscream thought of him in the past, why start now?

The next several days passed without event, but it wasn't long at all until Shockwave had taken their mystery energon and transformed it into something useful.  It was, quite honestly, impressive.

"It is surprisingly versatile, and easy to replicate, and not so volatile as ordinary energon.  I've dubbed this batch EN+.  It has performed well in every test I've put it through; the only step left is to see how it affects the systems of a living bot.

Starscream stiffened at the comment.  "How unfortunate.  You don't have permission to do such a thing."  The temperature in the room seemed to drop.  Even _Shockwave's_ pulse was rushing; Soundwave didn't know such a thing was possible.

"Stop being petulant, Starscream.  EN+ is worthless as an energon substitute if we can't find out how it interacts with our frames."

"Then you can just find a volunteer.  You don't have permission to use it on Jetfire."

"Sir," said Oil Slick, muffled by his helm.  "With all due respect, Jetfire is the enemy, and he was already dying when we got our hands on him – from his _own_ experiments."

"So that gives you the excuse to do _THAT_ to him?!"  His wings flared out behind him, his voice leapt up an octave.  It was quite the unseemly sight.

"I wonder," countered Shockwave, "if your protestations would be so vehement, had we used Jetfire's associate in our exams instead."

"O-of _course_ they would!"  Starscream shrieked.

"Falsehood: detected."

And that was when Starscream whirled on _him_.  "Shut _up_ Soundwave!  Bots like _you_ don't get an opinion!"

What did that phrase mean?  Bots without morals?  Freaks?  _Slaves_?  Soundwave's good mood was gone again; Starscream was excellent at stealing it.

"Look," said Starscream, trying a different approach.  "With Jetfire as messed up as he is, how exactly can  you expect accurate results?"  He _did_ have a point there.  The other Autobot was healthier, would've provided much more accurate results in any test.  Either Shockwave had it in for Jetfire (unlikely, but not impossible), or there was something he wasn't telling them.

Shockwave hesitated.  "We only have two Autobots to test on.  And while, ideally, we would have several test subjects, I would prefer to hold off on sacrificing the healthy specimen for as long as I can.  We may not be able to build a complete picture as to the effects of EN+ by administering it to Jetfire alone, but we can determine any major detrimental effects before we risk Brainstorm."  Shockwave believed those words, yes, but Soundwave sensed there was, indeed, more to it.  What did _Shockwave_ , of all mechs, have to hide?

Whatever control Starscream had managed over his wild emotions was sure to be wrested from him soon.  His field had developed an unhealthy stutter in its hum, and he could _hear_ those fuel lines contracting, hear the pressure building.  When he spoke, his voice was a growl, albeit a controlled one.

"You disgust me, Shockwave.  You do _not_ have approval to operate, and _Soundwave_ does not have permission to negate that order.  You will stand down, and you will be happy about it."  At that, Starscream turned away and stalked off again, without waiting for his Trinemates.

This time, it was Skywarp to follow first.  He took one look at the approaching Soundwave, and warped right out of there.  That left Thundercracker.

"Thundercracker: request –"

"Starscream's orders supersede yours, and he's ordered us not to talk to you."

What kind of nonsense was that?  Soundwave side-stepped, placing himself between Thundercracker and escape.

"Are you _really_ sure you want to box me in?  You should know by now that flight frames don't take confinement well."

Soundwave gave no answer, but Deadlock had one waiting.

"Are we really going to start fighting amongst ourselves _now_?  I'm sure the Autobots will thank us for it."

Soundwave hated that he was so easily goaded, but Deadlock wasn't wrong.  Infighting was just one more problem they didn't need.  He stepped down, and Thundercracker didn't hesitate to bolt after his brothers.  But the departure of the Seekers did not release the tension in the room.  Soundwave glanced down to find Deadlock's furious red eyes glaring up at him.

"Despicable," he hissed, before bolting himself, though he muttered beneath his breath as he took his leave.  "What in the Pit have we become?"

With Deadlock gone, Astrotrain was quick to follow, and Shockwave made a show of dismissing Oil Slick from the room.  Now it was just the two of them.

 “Soundwave,” he said, in the most conspiratory voice he could manage.  Soundwave already hated the way this conversation was going.  He had no desire to speak, but he acknowledged the shady scientist with a glance.

“I don’t suppose that I need to tell  _you_  just how much we need to test the EN+.”

Soundwave didn’t like  _that_  either.  It sounded suspiciously like Shockwave was trying to talk  _him_  into playing lab glitch mouse again.  Never going to happen.

“I need Starscream to change his mind.”

Oh.  Oh  _that_  was what he was getting at.  That, Soundwave was willing to consider.  For a few seconds, anyway.

“Starscream: unlikely to be persuaded.  Suggestion: find a new subject.”

“No.” Shockwave shook his head with an irritated grunt.  “Starscream will need to forbid all tests on Autobots in order to save face.  Besides, I’m still using Brainstorm’s mind.  He’s quite the clever little engineer, and he also benefits from placing his allegiance to science over his allegiance to the Autobots.  I’d prefer to keep him intact for as long as possible.  I’m sure you understand.”

 _There_  was the truth.  He could understand why Shockwave hadn’t said as much earlier, and it even brought sense to some of Jetfire's more scathing remarks.  Still, that was dangerous water that Shockwave was playing in.  He’d need to keep a closer eye on him.  Not that this changed anything.

“Suggestion: find a volunteer.”

“I don’t suppose you realize quite how hard-pressed we are for resources.  I can’t risk losing either of my assistants at this juncture.  The best option for us right now is to test the EN+ on Jetfire. 

“I am aware that Starscream is a stubborn mech, and I have no doubt that he will continue to resist me.  You, however, are in a better position for bargaining.  Lord Megatron is on your side, after all.  I trust that you’ll be able to convince one of the two of what needs to be done.”

Soundwave had forgotten how manipulative Shockwave could be when he cared. Soundwave understood the severity of the situation as well as any outsider could, and when it came down to it, Shockwave’s arguments were simply more  _logical_  than Starscream’s (as much as he hated to use that word).  It was pointless to protest something he by and large agreed with.

“Acknowledged,” Soundwave said at last, though it displeased him.  The last thing he wanted to do right now was further involve himself in this mess.  He was a watcher.  He was meant to take in the goings on and report as needed.  Scheming was not something he had a taste for.

But what choice did he have?

Soundwave retreated back to his room.  Once more, his Symbionts were deployed, commanded to keep a close eye on Starscream, on Shockwave, and now, on Deadlock as well.   _There_  was a third mech looking ready to fall to pieces.  Not that Soundwave wasn’t.  Tensions were high on Trypticon Station, and he wasn’t quite sure which of their lot would be the first to snap.

_“TRAITOR!!  HOW COULD YOU?  HOW COULD YOU DO SUCH A THING!!  DIE!! <<SMELT IN THE PIT FOR>> ALL ETERNITY!  <<I WILL>> MURDER YOU ALL <<JUST WAIT FOR>> IT!  I WILL BE FREED!!”_

Soundwave dampened his audial sensors.  He hated how vulnerable it made him feel, but Jetfire’s ranting was the last thing he needed to hear right now. 

But the silence was almost worse.

Soundwave was alone in his room with a near-impossible mission looming over his head, and he couldn’t even focus on his passive duties to block out the droning of his anxiety.  He wanted to jack into his terminal, to lose himself in his surveillance, to watch first-hand what Starscream was up to, Shockwave, Brainstorm and Thundercracker and Skywarp, Deadlock and Astrotrain and Forestock and Oil Slick.  And Jetfire.  And he couldn’t do that because the programming on this stupid station was glitched beyond measure.  The last time he’d felt this helpless, he was fastened to a medical slab in an Autobot base, and how long ago had  _that_  been?

He tried to busy his mind, tried to focus on what it was he could do to convince Starscream to concede.  Deferring to Megatron’s judgment had been Shockwave’s suggestion, but Shockwave didn’t know Megatron like Soundwave did.  He was volatile, fickle, and violently stubborn.  Soundwave couldn’t say with certainty that Megatron would even take his side in this dispute, and placing the burden of choice on Megatron would only make him less receptive to Soundwave’s wishes.

It was too exhausting to think about.  But focusing on Starscream himself was even worse.  If Megatron was volatile, then Starscream was a hurricane, completely incapable of being reined in, or directed. 

Soundwave slumped, defeated.  Even with the reduced hearing capacity, his mind was far too loud to think about this.  He needed to clear it.  He needed to do  _something_.

And that was when his eyes fell on the terminal.

It was a terrible idea.  He’d barely come back from that terrifying near-omniscience last time, but it certainly had done an  _excellent_  job of clearing his mind.  And half of the weight of that first trip had come from the unexpected nature of it.  But Soundwave couldn’t be taken by surprise this time.  He knew what it was like to experience interface with the station.  He could handle it this time.

Frag it all.

He approached the terminal, deployed his data cables, and jacked in.

The sensory overload was easier to manage this time.  It hurt, yes, but the pain kept him connected with his own body, which he could see now, was standing stock-straight beside the terminal, cables pulsing a steady purple as they relayed the feed, and every so often, succumbing to a full-frame fit of twitching.  It was a little unnerving to see himself in such a way, and yet strangely fun.

 _Fun_.

When was the last time he’d had fun?

He didn’t have to move on from the room to see more of the interior of the ship.  There was Shockwave, bent over the yellow glow of a vial of EN+, offering orders to a distressingly unbound Brainstorm.  Starscream had wandered to the observation deck, where he stared down at the planet below, a wistful look about him.  Completely unseen in the shadows above was Ravage, noticeable only by his warm claws against the cool metal of the ship.

He found Deadlock down in the brig with Astrotrain and Forestock, the former two watching over the still-writhing, but mercifully silent Jetfire.  The latter, of course, was watching  _them_ , jotting messy foreign scribbles onto his data pad as he did so.  Laserbeak perched high overhead, his frame perfectly still.  Soundwave had never seen him in action for himself.  Pride flared within his spark, causing his own frame to give another twitch.

On the other side of the station, he could see Skywarp and Thundercracker playing a game of Full-Stasis in their quarters, an awkward silence hanging between the two, while Rumble listened in from just outside the door.  And he saw beyond that as well – the energon depository, Oil Slick, fiddling away with the command terminal on the bridge.  He saw space, the stars in the distant void, and the cool, blue glow of Cybertron far below.  All came to him simultaneously, and he reveled in it.

 _This_  was power.  This was knowledge.  This was magnificent.

_“Fun?”_

Through the floor in his room, he felt his frame lose its footing and collapse into the terminal.  The world flickered for a moment before growing solid again.

_“Impressed.”_

Trypticon was alive.  Of  _course_  it was alive.  He’d sensed as much the moment he’d disembarked.  The first interface had clarified.  Hearing it speak confirmed it.  Trypticon was not a station, but a Titan – one of the city-sized mechs that Shockwave had mentioned before.  What a revelation!

Soundwave’s head was spinning, he could feel the rattle of his own convulsing frame against the floor of his room.  That probably wasn’t good.  Why wasn’t that good?  It was just a mech – a tiny, insignificant mech.  Why should he care about such a thing when he was god-like in stature?

 _“Careful,”_  the voice groaned, and suddenly his head was too loud again.  Too loud!  He couldn’t think!!  It had to stop!!

 _“No good.”_ The voice sounded strangely disappointed about that.  What a strange thing for it to do.

_“Go away.”_

And now, Soundwave could feel himself falling, from within this time.  He was being shoved,  _dispelled_ from within the Titan’s neural net.   _No_!  He wasn’t ready to leave yet. 

But there was no fighting it.  His mind was already weakened; he couldn’t get enough of a grip on himself to remain detached from his frame.  He moved backward, inward, crying out as the world shrank around him, until it became a tiny pinprick of blue light.

He came to on the ground, the vivid blue of his own energon spilling out onto the floor beside his helm.  Something must have burst in there, which was  _probably_  not good, but he couldn’t quite think of why that might be at the moment.

This time, he made it halfway onto his recharge slab before passing out again.  Progress.

~~~

Soundwave awoke to a splitting headache and three angry Symbionts staring down at him again.  Down?  Oh, he was back on the floor now.  In the night, someone had dragged him from the recharge slab, only to prop his frame against it.  He hoped that this wasn’t going to become a common thing.  He knew he only had himself to blame, but he really did hate seeing his Symbionts angry.

He allowed his audials to filter back online, and regretted it instantly.  Everything was too loud, pounding on his aching head.  Worse yet, he could already hear screaming – Starscream, and to a significantly lesser degree, Shockwave, still bickering over the fate of Jetfire.  It wasn't something he wanted to deal with first thing in the morning, (was it morning?  How long had he been out for?) but it was his job to make sure that _something_ came out of this venture.

Fighting off the waves of nausea, he crawled to his feet, taking a moment to gather himself before he ventured forth.

"Maybe you should rethink this, Boss," said Ravage.  "You're in no state to be putting yourself between those two."

"I can go instead!"  Rumble volunteered.

Soundwave dismissed the idea, though he had no argument to persuade Rumble otherwise.  As much as he hated Starscream and Shockwave, he didn't want to be in his room right now either.  He kept moving for the door.

Laserbeak was waiting for him.  But he didn't protest, simply slotted himself into Soundwave's chest, pulsing his presence strongly through the bond.  It really was very sweet of him.

~~~

Starscream and Shockwave were still fighting by the time Soundwave arrived, and, unsurprisingly, the rest of the station was in there too.  The onlookers turned to face him as he entered, but Starscream and Shockwave kept right on arguing.

"You're not going to change my mind, Shockwave.  Give up on it."

"Are you so keen to be the one to inform Megatron that we have no solution to the energon crisis?"

"Well I sure as the Pit am not going to be the one to approve institutionalized torture."

"Perhaps not 'approve' it.  That would put your name on it.  But I know that you have personally engaged in such things in the past."

And that was the moment that Soundwave stepped between the two.  "Desist."

"Soundwave," Starscream greeted, none-too pleased to see him.  "You too good for the morning shift now?"

"Altercation: counterproductive."

"And so is testing out experimental energon supplements on prisoners, but here we are," he huffed, wings bouncing as he did so.  Still, the murderous intent that had radiated from his frame moments prior had been quelled.  When he next spoke, it was with a calm, albeit, dismissive voice.

"Actually, you're right, Soundwave.  My opinion's not going to change, so why bother wasting time here?"  He fixed a long stare on Shockwave, then spun away, marching off.

Much to Soundwave's surprise, Skywarp and Thundercracker did not rush off to join their brother this time.  Instead, they seemed to be trading harried comms with one another, only without actually using their commlinks.  Spark-level communication?

Before he had the opportunity to consider it further, Shockwave approached him. 

"It is clear that you have, thus far, been unsuccessful with Starscream.  But I grow weary of waiting.  What must I offer to persuade you into doing this?

Soundwave tilted his head.  ‘Offer?’  Shockwave was trying to  _bribe_  him into doing his job better?  It was offensive!  But Shockwave was pushing on before Soundwave had a chance to say as much.

“I recall that you are interested in knowledge.  I can give you access to my top-secret files – you have an interest in ground bridges, do you not?  I have plenty of information that I think will assist you; I used to work on the space bridges, and was the one who was able to develop the downsized version.  Or perhaps you have an interest in this station?  You’ve been behaving in a peculiar manner since you came here.  I’ve ruled out a number of speculations regarding your current distracted state of mind, but fascination with Trypticon Station seems plausible.  It is quite easy to get lost within it, and I imagine that, given your tendencies, such a thing would be easy to come upon.  Do any of these appeal?”

They did, actually.  All of them, in fact.  But getting Starscream to change his mind was more than a matter of merely trying harder.

“Information: beneficial to war effort.  Logical course of action: inform Soundwave, regardless.”  He reveled in Shockwave’s flinch.  Two could play at this game.

“Very well, I suppose you are correct.  What choice do I have but to assist?”  His voice was calm as ever, but Soundwave could hear the anger within him.  It was a little satisfying, he’d admit.

“But do remember that it would be in all of our best interests to convince Starscream to relent, and soon.”

“Not sure about  _all_  of us,” Skywarp growled, drawing Soundwave’s attention back to the Seekers.  “Starscream sure as the Pit won’t benefit from it, and when Starscream suffers, so do we.”

“That is inconsequential,” Shockwave responded without missing a beat.  “The happiness of three mechs is not worth more than the fate of the entire species.”

“Yeah?  Well you – err . . .”  He had no ready comeback for this scenario.  Instead, he turned to Soundwave.  “Some impartial third party  _you_  turned out to be.  How could you take Shockwave’s side like that, after all you and Starscream’ve been through?!”

Soundwave had no answer to  _that_  either.  His headache was growing worse, and he felt he’d rather like to go lay down, which was unusual for a bot who was so very inclined towards being vertical.  He shrugged.

“Forget it, Skywarp.  Captain Logic and Logic Junior have no use for things like morality.  There’s no getting through to mechs like that.  Let’s just get out of here.”

Soundwave didn’t know whether Thundercracker was trying to be manipulative, or was merely venting his frustration, but the blow hurt far more than Soundwave had expected. 

As far as Decepticons went, Soundwave had always been considered compassionate, nurturing, even.  And he had worn those words like a badge of pride, standing in marked contrast to his soulless demeanor and robotic manner of speaking.  He was more than just a ruthless killing machine, or the eternal ‘big brother.’  He was a person too! 

So if kindness was stripped away, what was he?  And without compassion, what were the Decepticons?  They’d come about for the sake of the common mech, hadn’t they?  Could they really go through with this and still call themselves the ‘good guys?’

The only thing that was clear, was that Soundwave was grossly unqualified to deal with this decision on his own.  It was time to bring in the big guns, whether he liked it or not.

Besides, he was overdue for a report to Megatron.

~~~

As it turned out, Megatron had quite a bit to say, though not much that directly pertained to Soundwave’s crisis.

“The situation on the ground is playing out better than I’d hoped.  We’ve already managed to eliminate about forty-two percent of the Insecticons, and thus far, we’ve received no trouble from Airachnid.  Still, I would prefer to keep you up there for a while longer yet.”

Soundwave nodded, not sure how else to respond to that.  Megatron looked happy, more so than Soundwave had seen him in a long time.  Though Soundwave’s space adventure may have turned out otherwise, it seemed to him that Megatron was quite enjoying his vacation.  Did he want Soundwave to come back at all?

“I miss you, Soundwave.”  The apropos statement caused Soundwave’s spark to skip a beat.  He tilted his head, just slightly.  “You look upset.  What is going on?”

It was the question he’d been waiting for, the entire purpose of his call.  Why then, was he so afraid to report?  Did he not want to ruin Megatron’s good mood?  Or was it the prospect of his own failure that frightened him?

How merciful that he was not one to refuse a direct order.

“Shockwave: completed prototype of energon supplement designation: EN+.  Test subject: required.  Requested test subject: Autobot prisoner, Jetfire.  Starscream: protests on ground of morality.  Volunteers: requested.”

Soundwave had thought he was being genuine, but much to his surprise and indignation, Megatron laughed.  That was not the outcome he’d hoped for.

“Sorry, I can see you’re not amused by this.  But you must admit, the thought of Starscream and Shockwave bickering is a hilarious one.” 

Soundwave had to disagree, not that Megatron seemed to care.

“Well, I’m a bit short-handed down here.  And I can’t imagine too many Decepticons would willingly line up to make a test subject of themselves.  If you can’t mediate a solution otherwise, I’ll see what I can do, but I trust that you’ll exceed my expectations as always.  Until then, I leave this mission totally in your hands.”

Again,  _not_  what Soundwave wanted to hear, though not far from what he’d expected.  Megatron had appeared jovial enough, but that didn’t mean he was pleased.  Honestly, Soundwave doubted his cover story about being short-handed as well.  Megatron didn’t want to deal with things like this.  He was on vacation, after all.  And worse yet, he’d played to Soundwave’s pride in his work.  Soundwave wasn’t allowed to fail, not now.

They said their goodbyes, and not a moment after, Soundwave was already reaching out to jack into Trypticon.  He knew better, knew that he was only damaging his own frame by subjecting it to more input than it was capable of receiving, but he didn’t care.  Megatron wasn’t the only one who deserved a break.  Pit, given how hard he worked, _he_ deserved a break more than anyone else.

“Boss?  What are you doing?  You can’t mean to say you’re going in there _again_!"  Soundwave didn’t particularly care about Ravage’s opinion this time around.

“You’re not really helping things!” Rumble protested.

Laserbeak helped by planting himself directly over the input port on the terminal.  As if  _that_  could stop him.

What  _did_ , stop him, however, was not his distressed Symbionts, but rather, a knock at the door.  What was Thundercracker doing here?  Cautiously, he approached, allowing it to slide open. 

Had it been Skywarp, he would’ve come barreling past Soundwave and into the room the moment there was space enough to do so.  But that wasn’t Thundercracker.  He stood politely by, greeting Soundwave with a formal nod.

“May I come in?”

Soundwave stepped aside.

Once in, Thundercracker tried not to make too much of a show of looking around, but his curiosity and surprise couldn’t hide from Soundwave’s audials.  Soundwave understood the curiosity, but the surprise was odd.

“Welcome to Chateau d’Soundwave,” Ravage greeted.  “To the untrained optic, it may appear indistinguishable from an empty quarters, save for the command terminal, but I assure you, yes, we  _do_  live here.”

“I wasn’t going to say anything,” Thundercracker protested, a bit defensively.  Soundwave considered the Seekers’ own quarters.  Despite the temporary nature of the dwelling, all three had managed to bring a handful of knick knacks with them – pointless in function, but clearly meaningful.  He was familiar with the concept of decoration; he just had never become particularly attached to physical things.

“What can we do for ya?” Rumble asked, stepping in with a mock salute.  Thundercracker ignored the insubordination in favor of addressing Soundwave.

“I was out of line, earlier.  I shouldn’t have said what I did.” 

Soundwave cocked his head.  Was this the point of the visit?

“I get it; it’s a complicated issue.  And maybe Shockwave’s right.  Maybe it’s pointless to fight this.  We need energon.  We can pretty much kiss our species goodbye if we don’t get any.  I know that,  _Starscream_  knows that.  And I don’t think we  _should_  resort to experimenting on prisoners in order to get to where we need to be. 

“But I got to thinking earlier, and am I really in any position to say anything about it?  Yeah it’s wrong.  But I’m sure as the Pit not lining up to be vivisected by Shockwave.  No one is.  Some hero I turned out to be.”  His frame slumped in a dejected sigh.  Soundwave was nearly tempted to reach out and pat his shoulder with a data cable, but experience told him that would likely have the opposite of the anticipated effect.  Instead, he waited.

“Shockwave’s not wrong,” he at last admitted, frame resisting him with each word.  Why was he so reluctant to say such a thing?  Pride? 

“Starscream will kill me for saying, but he’s protesting for entirely personal reasons.  Him and Jetfire – they err, used to be close.”

Soundwave was beginning to grow impatient with the go-around.  “Existence of past relationship between Starscream and Jetfire: understood.  Nature of relationship: unknown.”

It was much to Thundercracker’s credit that he picked up on Soundwave’s irritation.  "Like ‘more than friends,’ close.  Like ‘enrolled in the Science Academy to stay with you’ close, like ‘start prepping for the Acts of Conjunx Ritus’ close.”

“Understood.”

“And you didn’t hear that from me.”

“Understood.”  He’d been expecting something along those lines, but having the confirmation was good.  Though this brought up more questions.  “Separated now: reasoning?”

“Ohhh no,” Thundercracker protested.  “I’ve said way too much as it is.  I don’t have a death wish.  I just wanted you to understand where he was coming from.  Like, maybe imagine that instead of Jetfire, it was Megatron in that position.”

Megatron wouldn’t have been in such a position in the first place, but he’d made his point.  Soundwave nodded his acknowledgement, and that was the end of the conversation.  Thundercracker bid a brief, nervous goodbye and scurried through the door, leaving Soundwave to his own devices once again.

“Wow, Starscream and Jetfire.  Whoda thunk?”  Rumble’s posture was relaxed, but Soundwave didn’t miss the  _location_  he’d chosen to slouch against, namely the terminal.  Ravage and Laserbeak were likewise occupying the same space.  Their meaning was strong.

But Soundwave didn’t need the boost tonight; he had something better.  And also so much worse.

“Rumble: remain here.  Use of terminal: forbidden.”

“You don’t gotta tell  _me_.”

“Ravage: operation: Investigate Deadlock.  Laserbeak: operation: investigate Shockwave.”

“What are _you_ gonna do, Boss?” Ravage asked, narrowing his eyes and inching closer to the terminal.

“Soundwave: operation: investigate Starscream.”

~~~

“What do  _you_  want?” Starscream snapped as he opened his door to take in the unwelcome sight of Soundwave’s blank face.

“Conversation: desired.”

“Well, haven’t you come to the wrong place, then?  I have no interest in speaking with  _you_.  Least of all if you want to talk Jetfire.”  He paused, scrutinizing Soundwave for a moment before adding, “You  _are_ here to discuss Jetfire, are you not?”

“Affirmative.”

“Then we have nothing to talk about.”  He hit the switch on the wall, fully intending to slam the door in Soundwave’s face, but some communications interference put a swift end to  _that_  plan.

“Inquiry: nature of relationship between Starscream and Jetfire: explain.”

Starscream pounded ineptly at the switch a few more times, before giving in and accepting his fate.  “That is none of your business.”

“Past relationship with Jetfire: potentially affecting decision regarding testing of EN+.  Testing of EN+: vital to Decepticon cause.  Therefore: statement: false.”

Not that  _that_  was enough to dissuade Starscream.  “You know  _nothing_  about it!” he snapped, digging his talons into the thin space on either side of the door, trying with all his might to pull the stubborn thing shut.

“Starscream, Jetfire: former lovers.  Starscream: entered Science Academy for Jetfire’s sake; Conjunx Ritus: planned.”

Starscream recoiled from the shock, withdrawing back into the room.  Soundwave advanced, though Starscream’s fear didn’t last for long.  The screech of sharp talons closing into an approximation of a fist signaled the transition to anger.

“Skywarp,” he hissed.  “I swear, I’ll kill him for this!”

“Course of action: unadvised,” Soundwave said, not bothering to correct him.  Frankly, he liked Thundercracker more than Skywarp.  “Suggestion: elaborate.  If situation fully understood: solution – likely achievable.

“Oh, I’m sure,” Starscream growled.  “You’d love that, wouldn’t you?  I hear Shockwave offered you quite a lot in order to sway you to his cause.  What would Lord Megatron say if he knew you were so easily bought off?”

Soundwave ignored the dig.  It wasn’t true; there was no need to fret over it.  Instead, he stubbornly pressed on.  “Inquiry: Starscream and Jetfire separated.  Reasoning?”

“That reasoning is none of your business!”

“Observation: Starscream’s personnel file states: Starscream – graduate of Academy of Flight.  Science Academy not mentioned.  Reasoning?”

“Again, not something I care to tell you.”

“Observation: Starscream served as Senator Ramjet’s right hand, ambassador to the Senate, and bodyguard of Zeta Prime.  Position of prestige.”

Starscream’s nervousness was enough to tell Soundwave that he was on the right track here.  “I don’t see what that has to do with anything!”

“Speculation: Starscream forced apart from Jetfire by prestige of position.”

And that, it seemed was where Starscream drew the line.  He barreled forward, claws outstretched, ready to take a chunk out of Soundwave.  “Shut up, Shut UP!” 

The blow was easily deflected.  Soundwave now held Starscream’s wrist tight in his own slender fingers.  When the second set of talons was raised, Soundwave intercepted that as well, spinning Starscream around until he was tangled up in his own arms, back to Soundwave.  Data cables latched onto his wings, shifting them out of the way so that Soundwave could bring him closer, make him feel the threat in his field. 

It worked.  Starscream ceased his struggling within seconds.

“Fine, you want to know so badly.  Yes!  We were in love.  I enrolled in the Science Academy.  And Senator Ramjet transferred me to the Flight Academy before I’d even been accepted.  Zeta Prime had sniped my trine.  We got shipped off to Iacon to go be his 'bodyguards,' which was a pretty miserable gig, in case you had any misconceptions as to otherwise.  And better yet, when I came back, Jetfire didn’t even care anymore!  I don’t know if they told him something, or if we just weren’t as ‘forever’ as I’d thought, but it was over. 

“So there you go!  Now you know Starscream’s tragic backstory.  Is it going to change your mind?”

Soundwave released Starscream, giving him a hard shove that sent him stumbling forward.  It wasn’t enough to knock him off his feet, but he did turn and fix a hateful glare on Soundwave.

“Inquiry.  Starscream’s feelings for Jetfire: not shared.  Allegiances: not shared.  Relationship: doesn’t exist.  Starscream still loves Jetfire: reasoning?”

“Well,” scoffed Starscream, “Why do  _you_  still love Lord Megatron?”

The blow hurt, but not as much as Starscream had intended.  Soundwave had no answer to the question, but he did have a deflection.  “Inquiry: Starscream: does not love Lord Megatron?”

Starscream’s spark lurched – anger, disapproval, a need to call out the lie.  As best as Soundwave could tell, Starscream did at least seem to have  _some_  affection for Megatron, but there was guilt there too.  He said nothing to clarify either way.

“Are you done yet?”

It was Soundwave’s turn for silence, but Starscream seemed to read it an affirmation.

“Then I suggest you leave.”

He didn’t argue, instead striding from the suite, and all the way back to his room.  This time, he didn’t bother jacking into Trypticon.

~~~

The next day, Soundwave was surprised to find a station-wide comm from Starscream, indicating that he was ready to approve the testing of EN+ on Jetfire.

The actual affair was entirely underwhelming.  Shockwave, Forestock, Starscream, and Soundwave had gathered in Jetfire’s cell to watch Shockwave administer the compound to a sleeping Jetfire.  Whatever effects the energon may have had were not instantaneous at least.  In the end, it took three days of administering the EN+ to see any results, and to everyone’s relief, they were for the better.

After the third day, Jetfire had stopped screaming random obscenities at the station every few hours.  Now, it was with alert, hateful eyes that he watched his captors, a marked improvement from before.  After a week, his vitals had begun to improve as well.  A month brought him to nearly the same level of functional capacity as an ordinary bot, which was quite promising, if not a little alarming.

He was no longer the insane, aggressive, half-starved prisoner on the brink of spark burnout he had been when they had arrived, but he was not the Jetfire that Soundwave remembered either, a fact which everyone was only too aware of.  Jetfire had been a scientific genius, subdued, a bit arrogant, but civil enough. 

This mech was capable of speech – he answered Shockwave’s questions well enough.  But he lacked Jetfire’s intelligence, his intensity, his dignity.

“I believe his previous experiences with experimental energon have damaged his processor beyond repair,” Shockwave explained.  “He will never be himself again, but damage to his brain module aside, he is doing quite well.  A prisoner in his condition should burn through one eighth of a cube of ordinary energon per day.  He is burning through a sixth of _that_ , and maintaining better physical health for it.  We may have found ourselves a sustainable solution here.”

If only they were so lucky.

It was another week into the affair.  Starscream had taken to visiting Jetfire in his downtime, though, as per Ravage's report, Jetfire never said anything back.  He merely watched with his creepy optics – bright green as a presumable side-effect of the EN+.  Ravage had said he looked strangely intelligent – not the super-genius Jetfire had been, but he couldn't shake the feeling that the prisoner was plotting something.

And the next morning, they found out what that was.

Shockwave and his assistants had come to transfer Jetfire to a controlled laboratory to perform some basic physical assessments, ones which required more movement than his cell allotted.  Soundwave had come at Shockwave's request for additional security, and Starscream had come because he'd wanted to watch.  Naturally, both had brought their entourages with them.

Everything had been going well.  They were halfway to their destination, Jetfire sedated and in shackles, while Soundwave held his left arm and Oil Slick his right.  Forestock and Shockwave cleared a path ahead, while the Seekers lingered behind.  The Symbionts were all over the place – Laserbeak flying overhead, Ravage underfoot, Rumble bringing up the rear.  The formation had seemed secure. 

But apparently Jetfire was not quite so sedate as he'd seemed, and his shackles, not quite so secure.  With a strength to rival Lord Megatron's, he gave a sharp twist, throwing Soundwave off of him, and driving Oil Slick into the wall with enough force to shatter his liquid-filled helmet.  Green goo splattered all around, while the poor mech gasped and sputtered, like a drowning organic, his spark pulsing faster and faster until it gave out with a sudden surge, leaving him dead.  Soundwave didn't have the time to contemplate why this had happened, however.  Jetfire was lunging for Forestock, scooping up that small, agile frame in his cuffed hands, hoisting him up, and slamming him into the floor.  His armor screamed as it buckled and caved, slicing into fuel lines, and leaving the poor creature screaming in agony.

Jetfire planted a foot on the downed mech's chest, but he did not crush him.  Instead, he'd found himself attacked by a tiny cybercat, who had leapt atop his back, and was biting with all his might at his throat, for all the good it did. 

An outwards pull of his wrists left his shackles shattered, and from there, it was easy enough to grab onto Ravage and to hurl him into a wall – hard and fast.  Soundwave had already been reaching for Jetfire's ankle with one of his cables, to trip him up, but the pain that hit his spark as Ravage impacted with the wall left him hesitating.  It was enough time for Jetfire to grab him, to crumple the cable he held in-hand, to drag Soundwave into his grip.

Sound's good cable had already moved to fill Jetfire with as much electricity as he could manage, but it didn't seem to faze the guy in the slightest, and when he shifted to drilling, he found himself unable to puncture the mech's plating, at even the thinnest point.  What _was_ this?! 

His feet were no longer on the ground.  Jetfire was slamming him into the wall of the ship; he felt his own back plating give way, but he hadn't yet given up on his initial plan.  A cable around Jetfire's ankle should be enough to trip him up; with any luck, he would lose his hold on Soundwave as he fell.

But it didn't come to that.

Soundwave heard the sound of a missile launching – far more powerful than should've been fired within these hallways.  It struck Jetfire cleanly in the back; Soundwave supposed he should've been grateful that it hadn't kept going.  But he wasn't completely safe.  The explosion had been strong, enough to force him and his captor forwards, shattering the wall that had tried so hard to hold them back, sending them into the next room, with Soundwave, dizzy and agonized, lying flat on the ground, and Jetfire's mangled corpse atop him.  It was difficult to tell with his head spinning as it was, but Soundwave thought he heard Trypticon _whimper_.

Light footsteps raced forward, kicking Jetfire's heavy weight from Soundwave's chest, and relieving some of the pain it had caused him.  It was Starscream that stood above, offering an outstretched hand to help him to his feet.  Soundwave took it, ashamed.  How had _Starscream_ beaten what he could not?  It was so intensely wrong, and Megatron would not be pleased with him for it.

"Well, at least _one_ of you survived," Starscream sneered, low and controlled, though his spark was on fire with angry energy.  His frame was moving with stiff steps, jerky movements – Starscream was doing everything in his power to hold back.  But it wasn't Soundwave he was angry with.

When they stepped back into the hallway, it was Shockwave that Starscream settled his glare on.  Soundwave didn't care much to witness another fight break out.  He shook out of Starscream's loose grip and hurtled to the ground to check on Ravage; Rumble and Laserbeak were already fussing over him.

It was to Soundwave's great relief that he was injured, but still alive.  He scooped the tiny frame into his arms as best he could, and held it close to his chest.  Behind him, he heard Starscream's sharp words, less vicious than anticipated.

"I suggest you be more careful with your remaining subject."

Without another word, he stalked off down the hallway, and his ever-faithful brothers were quick to follow, their own frames overflowing with fear, shock, dismay.  Soundwave didn't so much as consider following.  The last thing he wanted at this point was to find himself anywhere near that unhinged Seeker. 

He had shot to kill Jetfire, not to save Soundwave, that much was clear, but Soundwave couldn't imagine what could have been going through his mind in that moment.  Thundercracker had compared Starscream's continuing love for Jetfire to Soundwave's own love for Megatron.  Soundwave didn't think the comparison was completely apt, but he did acknowledge that he and Starscream were very different mechs who expressed their emotions in very different ways.

And if Soundwave had just been forced to kill a rabid, out-of-control Megatron, then he would not be in a very stable state of mind.

"I am glad to see you unharmed," said Shockwave.  How strange it was to hear him shaken.  He had no sooner foreseen Jetfire's escape than Soundwave had.  Furthermore, he'd just lost one assistant, another was gravely injured, and he was, no doubt, all too aware of what would be happening to his third.  Soundwave was very glad that he was not Shockwave right now either.

In the end, he stuck around just long enough to see Forestock and Ravage to the infirmary,  long enough to see Ravage patched up.  He even carried him back to their room, allowing his stricken companion to slumber on his lap, long after he'd recalled Rumble and Laserbeak.  But he couldn't stay there all night.  Despite himself, he was deeply shaken by what had just happened; he needed someone to share with.

Besides, someone had to report the event to Lord Megatron.

 


	30. Addiction

**Summary for the Chapter:**

> He would rather be a space station anyway.

**Notes for the Chapter:**

> There's some abstract Soundwave/Trypticon mindfuckery up ahead, and I don't know how this happened?

“So, Starscream killed Jetfire.”  Megatron didn’t sound angry, nor did he sound particularly pleased.  He commented as though this sort of thing were a common occurrence, which, in itself, made Soundwave uneasy.  Megatron  _knew_ that there had been something going on between Starscream and Jetfire; he certainly knew Starscream better than Soundwave did.  Why didn’t it bother him?

“Observation: Starscream’s subsequent behavior: erratic.”

“Oh?” Megatron quirked an optic ridge.  “Erratic how?”

It hadn’t been an outright lie; an exaggeration would have been a more accurate description.  The way Starscream was underreacting to the affair was just one more thing that Soundwave didn’t like.  He nearly felt that  _he_  was the one suffering more for it.

“Energon intake: low; public appearances: few; attitude: morose.”

“That hardly seems like something to worry about.”  He was still laughing, still smiling, still enjoying his time away from the two mechs he’d once sworn he couldn’t live without.  And it hurt.

“Additional observation: EM field: inconsistent; fuel pressure: abnormally high; plating: constantly flared; wings: aloft.”  All were common signs of a Seeker in distress.  Megatron knew this as well, but he seemed to think it one more joke.

“I’d be more surprised if he wasn’t reacting in any way,” he chuckled.  “He’ll get over it, or he won’t.  There’s no use in upsetting yourself over it.”

Annoyed with having his worries dismissed, Soundwave tried a different tactic.

{{ _He'll lure you in with pretty words, sweet promises of devotion, and then he'll stab you in the back, just you wait._ }} 

 _That_  one got a reaction from Megatron.  He slammed his hand on the console in front of him, lunging forward with bulging optics, as though trying to attack him through the screen.  The sudden change in demeanor was more startling than the action itself, though Soundwave suppressed any urge to react.

“Do  _not_  play that voice ever again, Soundwave!”

And then, even  _more_ surprisingly, he withdrew, gripping the edge of his station, head hanging, shoulders heaving,  _panting_.  Lord Megatron was  _panting!_ It was impossible to hear the whole extent of his frame through the terminal, but Soundwave imagined he was trying to hold back his anger. 

He hated that he had been the one to draw it out, hated that he had failed to keep Lord Megatron happy.

“Acknowledged.”

Hearing Soundwave’s agreement seemed to break Megatron of his furious trance.  He glanced up, his optics their normal red, his plating retracting to its normal size.  “Thank you.”

Even after all that, Soundwave’s spark fluttered gleefully at those two, tiny words.  He’d done well to please Lord Megatron like that!

“Look,” Lord Megatron sighed.  “If it will grant you peace of mind, you may keep tabs on Starscream, make sure he doesn’t hurt himself or others, but I truly doubt that it will be a problem.”

“Acknowledged,” Soundwave said, bowing his head.

Lord Megatron continued.  “I do miss you, you know.  We’re at eighty-six percent eradication on the Insecticon front, and I’ve heard not a peep from Airachnid.  We’ll get you back down here where you belong soon enough.  And then we can  _both_  get a little peace of mind.”

“Acknowledged.”  His words may have been neutral, but his spark was still soaring.  He hoped that Lord Megatron still knew him well enough to see that.

“Anything else to report to me?”

“Negative.”

“Then, Megatron out.”

The withdrawals set in the moment Lord Megatron hung up.  He’d been walking on air mere moments ago; now he was back on the ground – worse, back in his miserable life, trapped on a claustrophobic space station, surrounded by mechs he’d much rather not have to deal with right now.  He didn’t even have his Symbionts around to ease him through the crash.  They’d already been sent off to keep tabs on the rest of the ship, leaving Soundwave alone once more.

And when Soundwave was alone, urges of another kind were bound to hit him.

It had been a few days since he’d last jacked into Trypticon Station, since he’d last been able to enjoy the sheer power trip of experiencing the world through a Titan’s sensory mechanisms.  Ravage and the others would be disappointed, but there was probably no harm in trying again.  He was starting to get the hang of it.

And indeed, when he connected his frame to the station’s data interface system, he found that his head, for once, wasn’t spinning.  It didn’t hurt at all, at least as far as he could tell, though his frame back in his room  _did_  seem to still have that whole _twitching_ issue.  That would probably go away with time.

_“Welcome back, Soundwave.”_

And Trypticon was quite a lovely mech.  It had apparently learned (and remembered!) his name, and had even lowered its booming voice so as not to startle him this time.  It had been ages since he’d felt such gratitude for something so simple.

_“Pleasure to see you again.”_

Soundwave felt warm, content, peaceful – not from within his frame, nor even his  _spark_.  Those were miles away.  But somehow, the effect was the same.  It was not entirely unlike lying in Megatron’s arms. 

_“No.”_

The warmth faded, much to Soundwave’s sorrow.  He wanted it back.  It was too cold out here in space.  He needed to wrap himself in the space station to stay warm.

Despite his distress, Trypticon remained distant.  But unlike last time, he didn’t force Soundwave out of his mind just yet.  It seemed he was perfectly willing to allow Soundwave to explore a little.

And so, with Trypticon's encouragement, explore he did, reveling in the delightful sensation of EN+ being pumped into his fuel tanks, or losing himself in the endless foggy memories that hit him like a pastel-colored dream – memories of flying, fighting, of  _serving_  a powerful leader.  And then there was the present goings-on.  On deck six, Astrotrain was trying to seduce Deadlock, who seemed conflicted as to whether or not he was interested; Soundwave felt both of their unsure movements through his floor, heard their shifting sparks with his audials.  In the medbay, Forestock was still unconscious, recovering from what Jetfire had done to him.  He felt the fuel drip into his lines through the station’s medical hoses.  On the observation deck, he watched Starscream sitting at the captain’s chair, staring blankly into space, his melancholy field adding a hint of sorrow, loss, longing to Soundwave’s experience.  This was amazing!

He found his Symbionts diligently at work, albeit Rumble had forgone secrecy to join Starscream’s trinemates in their card game.  He could not make sense of their words, not with all of the other feedback, but their mood was bordering on serene/acceptance.  He wondered what they were talking about.

_“Soundwave.”_

The voice called his attention back to his own room, where his frame was beginning to convulse against its terminal.  His biolights were glowing a bright violet – those on his cables no longer pulsed, but maintained a steady brilliance.  Through the floor, he could feel heat, pain; his audio sensors heard screaming – the damaged chatter of his vocaliser, static, the high whirl of his spark.  That was a frame on the brink of burnout.

_“Goodbye, Soundwave.  Please come again.”_

He was flying backwards again, expelled from that amazing reality back to his own unpleasant one for the second time that night, though this time he had further to fall.  Perhaps a bit more than he’d anticipated, as, once back in his own frame, he lost his footing and stumbled clumsily away, collapsing to the floor in a heap of dislocated struts and dented hip plating. 

He didn’t like this one bit.  He was small again, weak, and his frame was hot, hot,  _hot_!  Despite resistance, he forced all of his vents wide open, then inched himself back to the wall, ready to take a well-deserved nap.

Someday, he’d reach the point where he could skip the dreaded ‘collapsing to the ground, then waking up surrounded by angry Minicons’ step of his Trypticon experience.  Hopefully that day would be soon.

~~~

If the EN+ had worked well on Jetfire, then it worked perfectly on Brainstorm.  It had been weeks now, and he’d yet to finish his first cube, and despite this, had suffered no ill effects in terms of performance.  To Soundwave’s audials, his frame sounded perfectly healthy, if not a bit morose.  Not that he showed it on the outside.

“How do I look, doctor?” he asked with a mischievous smile in his voice.  “Like what you see?  I do hope so.  I would so hate to have been made the laboratory glitch mouse for no reason whatsoever.  Not that I expect poor results.   _I_  helped engineer this, after all.”  He laughed at some private joke that Soundwave didn’t understand.

Soundwave wished that he had this mech’s talent for pretending to be cheerful when his life was on the line.  Then again, Brainstorm  _had_  essentially betrayed his own cause for the sake of – what?  Personal survival?  Or perhaps the noble cause of restoring a dead world once his side lost as a result of his actions?  Soundwave didn’t know.  The logic was too different from his own.

At least he seemed less likely to flip out than Jetfire had been.  As best Soundwave could tell, his original personality was still intact.  He’d be fine, he was certain.

The rest of the ship seemed less certain.

Jetfire’s attack had hit them hard.  Oil Slick’s death had not only been horrifying, but had left the crew short one scientific mind – a deadly blow in times like these, and Forestock was still recovering from his own assault.  He was up and about again, if only just, but Soundwave was all-too aware of the way the tiny mech cringed away in the presence of Seekers.  And that was to say nothing of his distracted nature.  The wounds he’d suffered had been more than physical. 

And as for the outsiders, those not part of the original crew, Starscream continued to be scarce.  Thundercracker and Skywarp kept aloft of the situation in his stead – keeping Shockwave in line, keeping up with maintenance, and for Thundercracker specifically, looking into every available tablet relating to chemistry, biology, and electrical engineering he could get his hand on.  He figured that  _somebody_  had to replace Oil Slick; it may as well be him.

As for the rest, with their lower ranks and fewer skills, they were handed the less exciting tasks of general station upkeep – the kind that would have gone to drones or slaves back in the days when such luxuries existed.

_Don’t they still?_

Soundwave ignored his inner doubt.  He had other things to focus on right now.  For instance, Shockwave.  The mech himself had his one hand full with the EN+ experiment, but despite his full schedule, he’d somehow managed to find enough time to dig up all the files he’d promised Soundwave, and transfer them over.  It was perhaps the first time that Soundwave had ever  _truly_  appreciated that much-detested scientist.

Now he had plenty of reading material to keep him focused when he wasn’t keeping the ship organized.  There were Shockwave’s private journals, of course – information on all of his upcoming projects, everything that he’d yet to inform Megatron of, for one reason or another.  Of the three files,  _this_  one should have proven most useful to the cause, should have been the one that he read first.  But his attention was drawn elsewhere.

The second file held the sum of Shockwave’s information on ground and space bridges.  That would have proven invaluable to Soundwave’s own personal mission of perfecting the ground bridge network to function anytime, anywhere, with minimal interference, and quick reaction speed.  It should have held next priority.

But no.

It was the file on Trypticon Station that called him, that stole his evenings from him, as he committed himself to learning every detail about the one thing in life that still gave him joy.

Trypticon was ancient – what his ancestors had called a Titan.  Soundwave had heard the term, of course, and like most bots who had not seen the dawn of the Golden Age, had assumed they were so named due to their size.  And this was true to an extent.  But the oldest among them had been dated to the age of the Thirteen Primes, in fact, they seemed to hold some kind of intrinsic connection with said Primes, or so the original oral histories said.

The only evidence of this left remaining as of the Golden Age was the inclination for one of the Titans to respond to the Matrix of Leadership.

_Again with that miserable artifact!_

Soundwave thought back to the ill-fated battle in Nyon – to that massive creature that had dropped out of the sky, decimated their ground forces.  Optimus had called it an ‘Omega Sentinel.’  Was that different from a Titan?  Surely it must have been.  It wasn’t as big, for starters. 

Just how many ‘mythical,’ ancient creatures did Optimus Prime have at his command?

On the other hand, if a seven hundred foot tall Titan was running around on the Autobots’ side, Soundwave surely would have heard of it.  No.  These creatures hadn’t been seen for thousands of years, and Soundwave could understand it perfectly well.

They were Cybertronians; they needed to eat, and they needed to eat  _a lot_.  Shockwave had said it himself; with the mysterious discontinuation of the synthetic energon factories, the Titans fell out of use as well.  Trypticon Station had been put into stasis lock and left floating in orbit indefinitely, with the intent being that it could serve as an outpost when the space bridges were in need of repair.  But eventually the space bridges too, fell into disuse, and Trypticon Station was forgotten about . . .

Until the modern age.

As the provider of the Prime’s retainers, Vos had been granted its secret.  Soundwave suspected that Senator Ramjet, aware of the energon crisis left over from the Quintesson Wars, had sent his top minds to the station in hopes of rediscovering the secrets of the Synthetic energon.

And, one cataclysmic planetary war later, Soundwave was back to the present day – where apparently he had managed to awaken the sleeping Titan simply by jacking into its data port.  Fascinating.

And now, blessed with this new knowledge, Soundwave wanted nothing more than to go back in. 

“Boss, are you okay?  You feel kinda . . . agitated.”  Rumble was standing at his feet, looking up at him with wide-eyed concern.

But Soundwave was fine.  He was better than fine.  He was happy!  He was excited!  Of course Rumble would mistake such positive feelings for something else; how often was Soundwave privy to them?

Ravage was a bit more savvy.

“You read those files Shockwave sent you on Trypticon, didn’t you?”  He hopped down from the recharge slab, arching his back in a full-frame yawn, before trotting closer.  “Don’t answer; I know you did.  Only thing that seems to strike your interest these days.”  One mighty leap later, he was perched on Soundwave’s shoulder, face batting up against Soundwave’s visor.  “It’s not good for you.”

It was hard to avoid Ravage’s gaze at this range, and he wasn’t too keen on throwing him off.  He was trapped with his Symbiont’s judgment vibrating in his audial.

“You know that, right?  We can feel it – whatever the frag it is you’re doing in there.  It’s weird, and it’s wrong, and I’m sick of coming back to the room to find you collapsed on the floor and leaking energon from your vents.  You’re gonna fry your processor, and then what?”

And now Ravage’s protests were beginning to annoy him.  “Ravage: Operation: observe Starscream.”

Ravage narrowed his optics, but hopped down from his perch to trudge towards the door.  “Yeah, yeah.  Just remember, some of us care what happens to you.”

~~~

Despite Ravage’s protestations, Soundwave was back in Trypticon’s consciousness the moment his Symbionts left him alone.  He wasn’t going to fry his processor; he was fine.  He had power, and with any luck, would net the Decepticons an indispensable ally out of the affair.  An ally they were going to need if the Autobots ever found that legendary Matrix-obeying Titan the texts had told him of.  Soundwave could do work and have fun at the same time.  It was a luxury he fully intended to enjoy.

_“Soundwave, welcome back.”_

Deep within himself, Soundwave could see his own frame radiating contentment.  It was kind of cute.  No one had ever told him that he was cute when his frame relaxed, when his biolights glowed a peaceful indigo, when his engine gave the softest pleasured purr.  He was fairly pleasing, as far as lesser creatures went.

_“Soundwave is happy.  Trypticon is also happy.”_

Visions of joy flashed through his mind – flying across the distant stars, visiting new planets, the sound of his master’s voice – deep, commanding,  _Megatronus._

No, it was  _Megatron_  now; had been for centuries.

_“No.”_

No, Trypticon was right.  It was Megatronus – Megatronus, the powerful warrior, the ancient god, invincible, bold, traverser of stars,  _fallen . . ._

_Fallen, Fallen, Fallen._

This time, the heat was not pleasant.  It washed over Soundwave’s mind like an explosion – the sharp burn of the initial strike, the smell of melting components, the sting of smoke in the air.  Down below, his frame writhed.

Soundwave focused on the fueling chamber, of the sensation of hot energon filling his tanks, flowing through his lines, warm and pleasurable.  Filling him, making him strong again, just like in the past.

The pain stopped.

Soundwave had a sharp mind.  It was commendable.  He needed to be thanked.  And how better to thank him than by granting him mortal pleasures.

Again, in that tiny room that held his body, his engine rumbled, his frame shivered, warm, comfortable – it felt good, so very good.  He wanted to stay like this forever.

_“Stay, Soundwave.  I like you being here.”_

Somewhere far away, Soundwave heard knocking, felt knocking – it was too close to his frame to ignore, near his room, at his door. 

He withdrew from the moment, pulled himself from Trypticon’s consciousness.

_“No, stay.  Don’t leave.”_

It was too late.  He was in his own room again, his cables dangling uncertainly over his terminal.  Why had he pulled out?  He liked being in there.

And then came the knocking again to remind him.  Yes.  Deadlock was at his door, a fact that Soundwave was none-too-pleased for.  He needed to go mollify the interloper before he continued with his activities.  He approached, letting it slide open.

He didn’t know what Deadlock saw when he looked at him, but it must’ve been bad.  (Had he looked bad before?  Soundwave recalled thinking that he’d looked quite the opposite.)  Deadlock’s finials drooped slightly, his face scrunched up with concern.

“Are you all right?”

Soundwave had no response to that.

“Ah, sorry.  I know it’s weird for me to pay you a visit.  Laserbeak came down from the rafters and started pestering me, and he wouldn’t let up, so I came over here to check things out.  Can I come in?”

Soundwave responded by closing the door in his face.  Thankfully, Deadlock took the hint.

But though he was alone again, the damage had been done.  His frame was exhausted, still wracked with shudders from the interface with Trypticon.  He wasn’t sure he had the strength to jack in again tonight. 

Instead, he trudged over to the recharge slab, adjusted it to his liking, and took his rest.  At least he wouldn’t wake up on the floor tomorrow.

~~~

“What we’ve found in EN+ is an energon replacement that is processed by the frame more slowly, allowing for a bot to function at a higher capacity for a fraction of the fuel cost.”

Megatron looked pleased by Shockwave’s report, if not a little cautious.  “What about production costs?”

“Production is simple enough.  And quick,” he added, knowing that it would be twice as enticing.  Was Shockwave trying to be manipulative again?  “I have been able to produce about one hundred cubes in the last two months, which may not sound like much,” he said, noticing the look on Megatron’s face, but at the rate of consumption, even one hundred cubes is enough to feed an army of five hundred mechs for a month or so, discounting variation in fuel consumption.  And that is with a crew of three in a single facility working on production.  That number can easily be amplified with additional manpower.  And the process is easy enough for anyone with the barest knowledge in chemical engineering.  Thundercracker has been able to provide me with much assistance despite his lack of knowledge in the subject.  And of course, as time passes, we shall continue to refine the process for maximum output.”

Megatron considered this new information with a frown.  “It sounds good.   _Too_  good perhaps.  What are the drawbacks?”

“We have discovered nothing of the sort as of this time.  We’re fairly certain that, at this juncture, there are no short-term effects to consuming EN+.”

“And what about long-term?”

Shockwave’s optic flickered uncertainly.  “That cannot yet be verified, I’m afraid, but it would be impossible to accurately test without offering more time than we have.”

“I understand.” 

Shockwave’s frame heaved a sigh of relief at Lord Megatron’s words.  It seemed that even  _he_  could get antsy.  Though Soundwave understood his anxiety.  This would be a major breakthrough for them if he succeeded.  Everyone was hungry, Autobot and Decepticon alike.  Being well-fed would give them an advantage over their enemies, perhaps enough to make up for what they’d lost with the Insecticons.

“It might benefit us to test this on a few more frame types,” Megatron said hesitantly.  “I admit, the seeming lack of drawbacks has me nervous."

“I have tested on Forestock, Deadlock, Astrotrain, and Myself, as well as the other Seekers, and even Trypticon Station.  It would seem there are similar results throughout – better for Trypticon, actually.”

This time, it was Soundwave that Megatron fixed his scrutinizing stare on.  Shockwave had pointed out that running the communications system through him would save six percent of the fuel cost of the extraplanetary call, so Soundwave had accompanied Shockwave to his otherwise private conversation with Megatron (though he would have been listening in either way).  But now, he wondered if he hadn’t invited Soundwave for another reason altogether.

“Any reason you haven’t tested the EN+ on  _Soundwave_?”

And here came the blow.

“Despite my best efforts to convince him otherwise, Soundwave has been abstaining from refueling lately.”

He hadn’t meant to, of course.  It was just easy to forget in light of everything else that was happening.  And the contented fullness that Trypticon radiated whenever he was jacked in didn’t do much to convince him that his own fuel reserves were, indeed, low.

Megatron sighed the weary sigh of one who had had this argument far too many times.  “Soundwave, I expect you to take better care of yourself.  Your role in my army is vital.”

“Understood,” Soundwave said, on automatic.  But somehow, this time, he didn’t feel quite so inclined to behave.

_A Titan need not obey a mortal._

That was all Megatron said to acknowledge it, before he returned to the subject at hand.  “Very well.  I would like to start securing shipments down to our forces on-planet.  We’ll work to set up a few further factories, and ease the Decepticons into this new energon.”

“Understood, Lord Megatron.”

Shockwave and Soundwave waited politely to be dismissed, but it seemed Lord Megatron still had more to say.

“This is, however, best served as a temporary solution.  I do not trust this EN+, as you’ve called it.”  Nobody dared speak before he further explained himself.  There was a twinkle in his eye that spoke of big promises about to be made.  “But if this substance is so potent as you’ve professed, then we may well have enough to spare for more . . .  _elaborate_  projects.  Perhaps we could get to work on fixing up the space bridges?”

Had Shockwave been a more expressive mech, he would have been bouncing with delight right about now.  But he maintained an icy demeanor, even as his spark raced in excitement.  “I agree that repairing the space bridge network would be a productive use of our time, and would allow us to begin mining energon from off world.”

“Then I permit you to begin working on  _that_  project.  I know you have long-wished for it, and Lord Megatron  _does_  reward hard work.”  Since when did Lord Megatron refer to himself in the third person?  His words sounded somehow ominous, and Soundwave actually _liked_ Megatron.  “Just ensure that it doesn’t interfere with your work on the energon project.”

“Yes, Lord Megatron,” came Shockwave’s undaunted reply. 

And  _still_ , despite the unnecessary gift to Shockwave, it seemed that he was not finished speaking.  Any longer running this communication channel through himself, and he might actually forget that he didn’t really have full fuel tanks.  Already, he could see a shorted pixel or two creeping into his vision.

“Though mining energon is not my only reason for rebuilding the space bridge network.”

Both Soundwave and Shockwave looked up to him in surprise at that.  What else  _was_  there?

“I admit that we are far more short-handed these days than I would like.  I’d estimate that the war has already wiped out an eighth of our population, and I haven’t seen a new spark crawl out of any of our wells since Airachnid.  Losing those Insecticons was a devastating blow to our cause.”

“I agree, Lord Megatron.  Could you be considering . . .?”

“Slave labor.   _Alien_  slave labor, specifically.  Go to other worlds, capture aliens, and bring them back here.  We’re already forcing Autobot prisoners to work for our needs, but it’s not nearly enough.”

And wasn’t  _that_  a kick in the tanks?  After Starscream had made such a fuss about the ethical treatment of prisoners, Megatron  _himself_  was advocating slave labor?  Hadn’t they risen up to overthrow those who would enslave others?  Wasn’t freedom the reason Decepticons fought?   And would Megatron limit the slaves he kept to Autobots and aliens?  Soundwave couldn’t suppress a shudder; he blamed it on a small electrical overload.  Running this channel took more energy than his undernourished frame could provide.

That was all.

“While I agree that coerced labor may become necessary if our current labor force is not enough, but if I may?”

“Yes, Shockwave?”

“As I recall, the Insecticons were created by splicing Airachnid’s spark and implanting the resulting fragments into a specialized drone frame, and the project was terminated due to questionable loyalty on the part of Airachnid and her army.”

“That is correct,” said Megatron, already suspicious.  If he was on the same page as Soundwave, then he probably did not like where this was going.  At least, Soundwave could  _hope_  that he didn’t like it.  He wasn’t so sure anymore.

“If that is the case,” Shockwave continued, “then, would it not make sense to repeat the process using Soundwave?”

Knowing what Shockwave was going to say beforehand didn’t make it easier to hear.  Soundwave’s vision flickered, taking the visual feed with it for a moment, but that didn’t prevent Shockwave from feeling the need to elaborate.

“We already know that Soundwave and Airachnid both bear the same spark type that allows for the sustenance of life, and unlike Airachnid, his loyalty is without question.  To be honest, we would have done well to use him from the – “

“Enough, Shockwave!”  Megatron’s eyes were practically on fire now, his words unkind.  “We will be doing nothing of the sort.”

Megatron was defending him.  He  _knew_  that  _Lord_ Megatron was defending  _him_!  But the anger in his voice, in his frame, in his eyes was too much for Soundwave to bear.  All he could see was that anger directed at  _him_.  Lord Megatron wasn’t supposed to get angry; not at him. 

And that was that.

He hadn’t meant to, and yet he lost control.  The feed cut out; he’d disconnected on his own, frame shivering like some pathetic, terrified  _protoform._ He was better than this!   _He was better than this!!_

But he had hung up on Lord Megatron, and  _that_  was a punishable offense.  He shouldn’t have done that.  He  _should_  have jacked back in and let Lord Megatron finish the call.  But he couldn’t.  He was scared, and his head hurt, and his empty tanks were gurgling at him, and he couldn’t think like this.

Mercifully, Shockwave wasn’t the gloating type.  He said nothing at all as he watched Soundwave make his shaky exit like the coward he was.

And that night, as he lost himself in Trypticon, the whispers he heard grew all the more compelling.

_“Stay with me.  You don’t need to go back.”_

~~~

Soundwave may have taken up eating again, hoping to pass off his shameful flight as his frame’s response to malnourishment, and he’d even admit that he didn’t mind the acidic taste of the EN+, but he was not happy.  Much like Starscream, he had sworn off public appearances, trapping himself in the scant isolation his room provided him, and shooing away worried Symbionts before they had a chance to connect with him and experience firsthand, his frantic state of mind.

Megatron would never force him back under the knife again, he was sure of that much, but Megatron wasn’t always around, and it was common knowledge that Soundwave was no longer the cunning gladiator that had fought the mighty Megatronus to a draw.  Perhaps Shockwave would disobey in the name of science?  Or Starscream?

_Primus, he couldn’t go back!_

Most of his time that was not spent on the minimal work he could do without proper computer access, was spent jacked in to Trypticon, losing himself in the all-powerful presence of the Titan.  He’d  _missed_  feeling that.  At one point, he’d known that he could easily take any mech that dared challenge him.  Now, he was an easy target for half-crazed Seekers in narrow hallways.  Pit, even  _Optimus Prime,_ former  _librarian_ , had effortlessly wiped the floor with him.

Compounded losses and two Symbiont deaths later, Soundwave was well-aware as to just how weak he was.  The Megatronus he’d once fought beside wouldn’t have bothered starting the revolution with such a pathetic creature.  He was worthless.

But when he was immersed in Trypticon, he could be strong.  He had all of history sifting through his memories – names and faces he’d seen only in stories, heard only in epic ballads.  The galaxy was his playground.  He could venture to worlds Cybertron hadn’t even _discovered_ yet, conquer them, claim them for his own.  He could stomp on the pathetic lower beings that dared oppose him, dare try to hurt him.  He liked to imagine that the nameless soldiers Trypticon struck down by the hundreds were Autobots, and others that had hurt him – Starscream, Shockwave, Airachnid, Onslaught, even Ratbat and Blaster. 

And unlike the rest of his allies, Trypticon genuinely enjoyed his company.

_“You are happy here, Soundwave.  Stay here.  You don’t need to go back to that place you hate.”_

And yet, he had to.  Megatron had made it clear how very useful he was.  He couldn’t abandon Lord Megatron.

 _“No!”_  Trypticon hissed, shaking Soundwave to the core.  “ _No Megatron.  Soundwave is not a tool to be used.  Soundwave is a friend.”_

Admittedly, it  _was_  a rather pleasing idea.

~~~

This time, Deadlock caught him before he’d even woken up, the pounding at his door pulling him from a dizzy half-slumber, not the sort of recharge conducive to actually _recharging._ And he was on the floor again, in a puddle of his own pooling energon, trickling from his head vents.  Gross.

Deadlock didn’t need to see him like this, and he was in no hurry to speak to a lesser being anyway.  At his own, haggard pace, he found a flask and a siphon, to clear the spilt energon away for future use.  Every drop counted in a shortage, and just because they had EN+ now didn’t mean that they still would tomorrow.

Unfortunately for him, it seemed that Deadlock was keen on speaking with him today.  A few clicks and whirrs later, the stupid little Speedster was entering his room, a wrist cable retracting into his plating.  He’d  _hacked_  his way in here?  Little bugger was more resourceful than Soundwave had thought.

“All right, where’s the juice?” he asked, folding his arms and scowling like the angry little officer he was, which was, frankly,  _absurd_!  He didn’t outrank Soundwave!  And what was ‘juice?’”

Soundwave cocked his head.

“Don’t play dumb, Soundwave.  Your Minicons are a frantic little bunch.  Laserbeak is bouncing off the walls.  Rumble’s gotten giddy and  _way_  too handsy, and I haven’t seen Ravage in a week.  And I happen to know that they run through  _your_  systems.  And this isn’t  _normal_.

“So what is it?  Circuit boosters?  ‘Cause that’s what it looks like.”

And  _that_  was where the conversation ended.  Soundwave reached out a cable, scooped Deadlock up by the scruff of the neck, spun him around, and began ushering him out the door.  Naturally, that wasn’t enough.  No.  The little guy had to  _protest._

“I just want to  _help._ I’m worried about you.”  His struggling made it difficult to maintain his grip; eventually, he wriggled out, landing on the floor and dusting himself off.  “Look, I've _been_ there, okay?  Seeing your lot like this is doing me no favors.  So seriously, if there’s anything I can do . . .”

This time, Soundwave moved forward, using his superior size to usher Deadlock backwards towards the door.  He was not having this conversation with a near-stranger.  Let alone a near-stranger with a reputation for being a leaker, a buymech, gutter  _trash_ , like Deadlock.

Was that what he really thought of the guy?  Wasn’t  _he_  gutter trash too?

“I get it!  You think you’re fine.  You feel  _great_!  But just look at you!  How can you see yourself waking up in a pool of your own energon, and think that’s a normal, healthy thing to do?  C’mon Soundwave!  Get your head out of your aft and listen to – “

One forceful shove, and the door was slamming shut in Deadlock’s face.  No more of that.  He wasn’t some pathetic little guttermech chasing physical pleasure in the face of his own pointless life.  Trypticon was a mech too – a potential  _ally_.  A friend?  And yes, an addiction, but who wouldn’t be addicted in the face of legitimate friendship after what  _he’d_  had?

Deadlock was out of line, and Soundwave was done talking about this, with him, and his Symbionts.

~~~

Later that night, he was back in.  If possible, the experience was even more intense, and somehow, more  _intimate_  than usual.  He felt more connected with his own consciousness, though his frame remained completely cut off.  He saw it down in his room, perfectly still, lovely.  If he’d had smaller hands, or any hands at all, he would have reached out to touch it.

But oh, there were other ways to make that wonderful little mortal feel his love.

Soundwave’s head was spinning.  This was all so new.  What was happening to him?  He could see the stars, twinkling brightly, as though smiling down on him.  And then he was sitting beside a stranger, a god,  _Megatronus_.  The real Megatronus – insubstantial face gazing at him through the fog of memory, and _oh_ his voice!

He called orders, demanded Soundwave rise up, carry his will, crush the weak mortals that dare infest his sacred home, and Soundwave’s spark swelled to obey.  He could listen to that powerful voice forever, begged that it continue to command him – he  _lived_  for its commands, could feel them strike him down to his core, give him meaning, purpose, life.

_“Soundwave deserves to be loved.”_

He was warm, safe, the beloved voice of Megatronus whispering wordless promises into his audial receptor, while his own consciousness faded away, lost within the great, pulsating spark of the titan.  It consumed him, completed him.  Was this what it was like to spark merge?

A distant static filled his audials, blocking out the voice of Megatronus that Trypticon loved oh so much, that Trypticon had deigned to share with him.  It hurt him that he could no longer hear it.  All he could hear was the scratch, scratch, scratch of a communications system somewhere on one of his upper decks.  Blast the thing.

_“Megatron to Trypticon Station.  Soundwave?  Are you there?”_

A part of him reached out to the annoying voice, longed to go to it, but Trypticon only tightened his hold on Soundwave’s mind.

 _“Soundwave deserves to be loved.  The imposter only hurts you._ Trypticon _loves you.  Stay.”_

And frag it all, the words were just so compelling, least of all when wrapped around his spark as they were.  Megatron’s voice faded into the background ambience within his frame, replaced by Megatronus’s once more.

_“Fight for me.  Destroy the parasites that crawl upon our father.  They are unworthy!  Crush them!”_

And oh how Soundwave reveled to obey.  Back in his own room, he watched as that lovely frame of his arched its back, engine revving, vocaliser releasing a high-pitched, broken whine.

Beautiful.

Though the brief connection with his frame alerted him to other happenings within the ship.  There was trouble.  He could feel harried little footsteps within him, hear frantic, incomprehensible cries in familiar voices.  What was going on?

_“Ignore them.  You are right where you need to be.”_

What was Soundwave good for, if not obeying?  He allowed his consciousness to sink further into Trypticon’s, basked in his strength, in his clarity of purpose.  Who would want to be a glitched, broken, abomination when they could be a demigod?

He didn’t want to be Soundwave anymore.  He was fine with being Trypticon.

His spark hurt.  He shouldn’t have been able to feel it from within Trypticon, but still its terrified pulse reached him all the way on the other side of the galaxy.  He didn’t want it to hurt.  He didn’t want to hurt.  He didn’t want to feel anything, except Trypticon.  He _was_ Trypticon, not some pathetic, beautiful little  _mortal_ , who was still writhing and moaning back in his room, though at some point had lost his footing and collapsed to the floor again.

_“Precious.  I want to touch you, Soundwave.  I want you to feel good.  Because you deserve to feel good.”_

Soundwave’s frame whimpered, thrashing its pretty little head back and forth, its frame heaving, energon dripping down its face, plink plinking against his floor, and oh, he wanted to reach out and pet it.  It was adorable, for a mortal.  It nearly had the same face as . . . someone else.  It was like gazing upon his leader reborn in frame, if not spirit.  The spirit was all Trypticon’s.

To think it had been such a creature to wake him up.  It was destiny.  Soundwave was _his_ now.

“ _Boss!”_

He knew that voice.  He was supposed to respond to that voice.  Oh.  An even  _tinier_  version of Soundwave, albeit with a face, a pair of wheels, and _none_ of the elegance, was scurrying about on the ground, shrieking its tiny head off.  What was it so frightened of?  Didn’t it want Soundwave to be happy?

He felt a sharp sting; the tiny mech had forcibly disconnected one of Soundwave’s cables.  He wasn’t allowed to do that!  Soundwave had to stay  _here_!  He belonged inside of  _Trypticon!_

And then the shriek of pain pierced his audials, and everything seemed all the clearer.  Soundwave's mind raced back to his frame, severing his connection with Trypticon in a moment, just in time to see the aftermath of his actions. 

Rumble was lying limply on the ground, Soundwave’s cable dangling just over him; the smell of ozone painting the perfect picture of what had just happened.

Soundwave had hurt Rumble.

He hadn’t even realized he’d done it.  Rumble had pulled out his cable, and Soundwave had turned around and shocked him again, and again, and again.  It was more than a Minicon frame could take; Rumble was in stasis lock.  Any longer, and he would probably be dead.  By Soundwave’s hand.

Soundwave retched what little energon had been in his tanks.  What had he done?  What had he done?   _What had he done?_

“What sort of sorry sight is  _this_?”  That was Starscream’s voice.  What was _Starscream_ doing here?  His audials were ringing, useless, but looking up, he could just make out six blurry shapes standing in and around the doorway.

Soundwave couldn’t find the words to respond.

“You ignored a call from Lord Megatron to, what?  Kill your Minicon?”  Starscream’s gloating reached him through the muffling blanket of an ocean.  He hated not being able to hear clearly.  In Trypticon, everything had been spoken directly into his mind, like a friendly thought.  Why couldn’t normal mechs speak that way?

He struggled not to collapse onto the disgusting mess of a floor as his arms gave out.  He didn’t need another humiliation.  He was already a joke enough.

 _Look at poor Soundwave.  Poor, sick, pathetic, disgusting,_ Symbiont-hurting _, Soundwave!_

He rolled to the side instead, somehow finding it in him to sit up, getting a better view of Rumble’s still-smoking frame in the process.  He reached out to brush a finger against it; it trembled under his touch.  His own frame had done the same under Trypticon’s. 

He didn’t want to think about that right now.

Deadlock was saying something, and it killed him that he couldn’t understand just what it was.  Ravage was equally incomprehensible.  Why was it only Starscream whose voice he could make out?

“Is that so?  Hmm,” he felt scrutinizing red optics more than he saw them, staring down at him,  _judging_  him.  “I’d better tell Lord Megatron.  Somebody move this mess to the med bay.  Skywarp, Thundercracker, you two keep an eye on him.  And for Primus’s sake, don’t let him connect with the ship!”

He felt Starscream stomp off, strangely pleased with himself.  Of course he was pleased with himself.  He’d won.  Lord Megatron would never look at Soundwave the same way again.  And the same was true in reverse.  It may not have been the same as his love for Megatron, but Soundwave had allowed his spark to stray, had been fully prepared to sever all ties with his lord and  _master_.  For some kind of demigod, of all things.  He hadn’t even truly  _believed_ in the thirteen Primes, or any of this until he’d seen them through Trypticon’s eyes. 

Primus, he was disgusting.  No punishment Lord Megatron inflicted on him would be enough.  He deserved to suffer forever for the things he’d done.

It took him far too long to realize that he was being carried, transported to the medbay in a flash.  Belatedly, he also felt himself set down upon the medical slab (oh how he _hated_ medical slabs), long after he saw it happen.  He heard Shockwave’s deep voice, though the words attached were a muddled mess.  Felt the needle pierce his protoform only after his head grew heavy.

But he did feel a tiny Minicon frame settle itself down in the crook of his arm.

_I’m here.  Everything will be fine._

And that was the last thing he felt before going under.

~~~

As it turned out, Lord Megatron had been calling to inform him that the Insecticons had been wiped out in their entirety, and that Airachnid had, as politely as she could, severed her ties with the Decepticons.  She’d disappeared one day with a stash of energon, leaving behind nothing but a heartfelt message, detailing how Lord Megatron could smelt in the Pit; she was going solo. 

And that was fine.  Lord Megatron wasn’t worried about a single, solo, mecha, least of all, one as young as Airachnid.

In short, he’d been calling to summon Soundwave back home.

And now, when he got there, he’d find, not the eager, relieved lover he’d left behind, but the full-force of Lord Megatron’s wrath and disappointment.

He really  _had_  made a fine mess of things, hadn’t he?

 

**Notes for the Chapter:**

> It's been like, two days since the last one. What the crap?


	31. A Step Too Far

**Summary for the Chapter:**

> Soundwave has already crossed the line. Megatron is determined to outdo him.

**Notes for the Chapter:**

> Warning: This chapter comes just shy of rape in places, so if that upsets you, please tread carefully.

Something wasn’t right. 

Soundwave couldn’t put a finger on it, couldn’t name the feeling, wasn’t even sure that he was right, but still, the sense was hard to shake.  He was sitting in Astrotrain’s hold, surrounded by three disgruntled Minicons, and flying back to Kaon, a destination he didn’t particularly want to reach, and he felt  _weird_  – not that he intended to do anything about it.  After the extreme degree to which he’d just fucked up, he’d be surprised if he ever did anything on his own again.

He’d betrayed Lord Megatron, betrayed the Decepticons, betrayed his  _Symbionts,_ all for some moment of twisted release with a creature that . . . that  _what?_   Understood him?  Wanted to protect him?  Wanted to see him safe and loved?  Even after sharing a mind with Trypticon, he wasn’t sure he really knew.  It had all seemed so clear at the time, but now?  Now everything just kind of hurt.

Trypticon had taken him higher than ever before in that last interface, and left him crashing harder.  He’d come back to a world where he was weak – of body, of mind, of conviction.  He’d failed to be what Lord Megatron expected him to be.  Failed to be what his Symbionts  _needed_  him to be.  Before Trypticon, he’d been a protector, devoted, reliable, the best Lord Megatron had to offer.  Now he was none of those things.

Now he was a traitor, crawling back to Lord Megatron with his tail between his legs to beg punishment that would never be enough.

And worse yet, while betraying Lord Megatron had been unforgiveable, betraying his Symbionts?   _That_  had damned him a hundredfold.

They wouldn’t link up with him, Rumble wouldn’t even  _look_  at him.  He sat in the corner, curled up in a ball, surly and withdrawn, alive.  He’d been lucky.  Soundwave had struck him, again and again, until his tiny body couldn’t take it anymore, until Soundwave had electrocuted him into unconsciousness.  He was lucky that he hadn’t been killed.  He’d be even luckier if he was ever able to return to his old self . . . again.

His fried circuits would mend, but the trust he’d once had in his carrier?  That was gone forever.  Frag it all.

The other two had different ways of showing their own fear.  Laserbeak was restless, hopping around the cramped room, scratching away at the floor every so often, though for once, Soundwave couldn’t even pretend to understand his actions.  What was he looking for?

Whatever it was, Astrotrain didn’t much like it.  “You think you could make him, I dunno,  _not_  do that?”

Soundwave had no reply.  He could will Laserbeak to obey, but Laserbeak didn’t seem particularly inclined to listen at the moment.  He was searching for something important, and Soundwave couldn’t stand in his way.  He didn’t deserve to.

Of the three, Ravage was the only one willing to acknowledge him, but with the words he bit out, Soundwave nearly wished he hadn’t.  Nearly.  In some ways, he wished they were worse.

“What were you thinking?!  You could have died!  You could have  _killed_  Rumble!  We’re supposed to be able to  _trust_  you, and you decided that chasing some kind of altered reality inside of a space station was more important than the rest of us!  What the Pit is  _wrong_  with you?!  Why did you do it?”

He paced around the room, back and forth, still giving Soundwave a wide berth.  He was angry because he cared; that was all.  And even so, the anger, and the avoidance were both a punishment.  Every single word Ravage uttered was true.  Soundwave was an idiot. 

_You’re done.  It will be easier if you don’t fight it._

He didn’t fight.  He didn’t bother.  He was a worthless hunk of scrap metal that continued to exist only by the grace of those around him.  And that grace was more than a fool like him was worth.  What  _had_  he been thinking? 

Happiness.

Just once, he’d wanted to pursue something that made him happy, something that he could selfishly keep for himself, no strings attached, and no one he had to share with.  It wasn’t a mistake he would be making again.

He spent the rest of the trip in detached silence, staring blankly at the opposite wall, as Ravage continued to lay into him, as Laserbeak fussed, and Rumble barely said a thing.  By the end, he got the sense that even Astrotrain was feeling the melancholy.

“Tell Starscream I’m never giving you a ride again, least of all after a big fuckup like that.  It’s just too depressing.” 

Astrotrain split the second he was free of passengers and cargo.  Soundwave’s Symbionts were quick to follow.  Laserbeak bolted one way, Ravage and Rumble trudged off in the other.  And though Soundwave longed to follow them, he had his own duties to fulfill.  It was time to report to Lord Megatron.

~~~

He found Laserbeak in Lord Megatron’s quarters, fussing and scratching at his chestplate, buzzing around his head with a frantic speed, though when he sensed Soundwave enter the room, he calmed down, flying between the two, as if to say,

_There he is!  Help him._

Even  _now_ , his stupid bird was coming to Lord Megatron when he was scared.  But Lord Megatron wasn’t here to help.  Lord Megatron was only here to inflict suffering, whether through beatings, or declarations of love and understanding.  What was the difference really?  Soundwave didn’t need love and understanding; all he needed were orders, discipline.

The door slid shut behind him as he stepped into the room, his head hanging in shame.  How was he supposed to face Lord Megatron after his greatest failure yet?  He’d been captured by Senator Ratbat, by the Autobots, tortured, had allowed Frenzy and Buzzsaw both to die, but through it all, he had never lost faith in Megatron; through it all, he had never directly hurt the ones he loved. 

He imagined what would happen if his younger self, the one who had devoted his life to helping Lord Megatron create a revolution in an oppressive and unjust society, were to see him now.  Surely he would die in shame, and prevent such a thing from ever happening.

But as he drew near, he heard no anger from Lord Megatron’s frame.  Sorrow, betrayal, disappointment, worry, yes, but no anger.  Where was his wrath?  Soundwave needed his wrath!

_No._

Soundwave needed whatever Lord Megatron wanted him to need.  No more, no less.

“Leave us, Laserbeak.”

Laserbeak chirred softly against the side of Lord Megatron’s head, then took off, granting the two of them some privacy.

For a long moment, Lord Megatron allowed the silence to stretch, an enemy that pressed in from every side, filling him with dread.  Was he supposed to speak first?  What could he say that could even  _begin_  to account for what he’d done?  There was nothing.  All he could do was hang his head and steel himself for the encroaching assault.

“Look at me, Soundwave.”

Soundwave obeyed.  Lord Megatron looked just as he’d sounded: worried.  Why worried?  Why not furious?

_It is not your place to question anything that Lord Megatron does._

Soundwave kept his optical sensors fixed on Megatron, and awaited further command.  It was all he could do.

“Is there anything you’d like to tell me, Soundwave?”

What kind of question was that?  “Negative.”  He winced inwardly at the sudden spike of anger his words instilled in Lord Megatron.

“Well, I have a few questions for you.  Just so I can . . . understand what Starscream told me.  Because, you’ll forgive my saying, none of it makes a lick of sense.”  He drew closer, and Soundwave struggled to retain his last order, struggled not to bow his head.  He was supposed to bow his head!

Lord Megatron continued.  “He says that you . . . became addicted to interfacing with . . . Trypticon  _Station_.  I – I’m not sure I understand.  How does one become addicted to interfacing with a ship?”  His usual confident manner of speech was peppered with uncertain pauses.  It felt so wrong to hear.  Lord Megatron wasn’t supposed to stutter!

Soundwave was too ashamed to answer, but he couldn’t ignore a direct question like that.  He’d find the words to explain . . . somehow.

“Trypticon Station: sentient.  Served under the original Megatronus in ancient times.  Experience of interfacing with Cybertronian of such scale and power: . . . intoxicating.”

Again, Lord Megatron’s spark stuttered, as he tried to make sense of what he’d just heard.  “Sentient?  It’s  _alive_?”

“Affirmative.”

“And it’s a . . . a Cybertronian.  You – you  _interfaced_  with another Cybertronian.  Is that what you’re saying.”

Soundwave wanted to bow his head, to nod, to avoid having to admit to the terrible crime he’d committed.  But he could not.  “Affirmative.”

The concern in Lord Megatron’s field was dwindling by the moment, as the rage, the  _jealousy_  trickled in to replace it.  Soundwave had never imagined he could make  _Lord Megatron_  jealous.  He’d thought that aspect of their relationship ran only one way.

“Why?”

Soundwave struggled for an answer to a question so vague, least of all one he did not know the answer to himself.  Ordinarily, he would have waited for elaboration, but he couldn’t.  Megatron had demanded to know, and so, Soundwave would have to come up with  _something_.

“Initial interface: out of duty and ignorance.  Subsequent interface: out of curiosity and . . . pleasure.”

And  _that_  was where Lord Megatron lost it.  He charged forward, slamming Soundwave into the wall at his back.  Soundwave didn’t flinch, whimper, show any sign of pain, surprise, betrayal.  Lord Megatron could betray him all he wanted.

“’Pleasure?’” he hissed.  “Was I not enough for you?  Was  _this_  not enough for you?!”  His clawed hand moved downward, reaching between Soundwave's thighs; instinctively, Soundwave shifted to allow him better access, throwing his head back in anticipation of upcoming pleasures.  But Lord Megatron didn't press.  Instead, he trailed that same hand up Soundwave's body, until it found the tip of his data cable.  He began to fuss it from its compartment, and Soundwave helped him along, curious as to what he would do with it.

"Perhaps it isn't.  Perhaps you would enjoy taking _me_ for once?"  He pulled the cable between his own legs, forcing a path along his interface cover, dipping the clawtips into the seams.  Did Lord Megatron _really_ want to give Soundwave that much power?

_Don't delude yourself.  You are not the one in charge here.  The power belongs to Lord Megatron!  Your only duty is to submit._

“I-I’m sorry!” Lord Megatron hissed, releasing Soundwave's squirming cable, which immediately retracted back into his chest.  Soundwave had upset him, surely he had!  Lord Megatron must have mistaken his disgust over his own delusions of power with apprehension over interfacing.  How could he have been such a fool to upset Lord Megatron in such a way?  And now Lord Megatron was backing away, as though handling a cornered mechanimal, though he remained within arm’s reach.

The drive to obey every order was all that kept the words coming to Soundwave’s mind.  “Intimacy with Lord Megatron: appreciated.”  He hesitated, then added, “ _enjoyed._ However, intimacy with Trypticon: different experience.  New, pleasant . . . freeing.”  He regretted saying that last one the moment it was out. 

Fiery red optics shot to Soundwave’s stiff frame.  “You think I’m oppressive?  I _fight_ oppression, Soundwave.  That’s what I stand for – what I’ve  _always_ stood for!”

“Understood.”  That shouldn’t have been the end of it, but it was all Soundwave could say.  Anything else would have been insubordinate, and he  _couldn’t_  be insubordinate.  Obedience was  _everything._

“I knew you would.”  Lord Megatron moved in close again, throwing his arms over Soundwave’s shoulders, and dragging him into a heavy hug.  Soundwave struggled to maintain eye contact before surrendering to his lord’s unspoken will and the limits of his frame.  He technically was  _still_  looking at him, after all.

“I could never hurt you, Soundwave.  You mean the world to me.”

Again, Soundwave said nothing.  He didn’t allow himself to doubt the sentiment, didn’t allow himself to consider all the ways in which this wasn’t true.  He needed to be loyal, of action  _and_  thought.

“But I have to wonder,” his grip tightened, just enough to hurt, “what a  _space station_  could have given you that  _I_  could not.  Surely it had to be  _something_ , or you wouldn’t have done it.”

Soundwave would have loved more time to consider his answer, but it was clear that Lord Megatron wanted his reply  _now_. 

“Trypticon: . . . Trypticon and Soundwave: share many similarities.  Both: devoted servants to Megatronus, Lord Megatron.  Both:  _abnormal._ Outsiders among ordinary Cybertronians.  Both: unwillingly silenced.  Both: extraordinary abilities of perception . . .” he couldn’t think of much else to say.  In all honesty, it was the first that stood out as most important to him, and Lord Megatron seemed to agree with the fact.

That massive frame was shaking against his own, as he struggled to find the right thing to say.  “You’re saying he understands you.  Because you’re both faithful  _servants_.”  He spat the final word with all of the revulsion he could muster.

“ . . . Affirmative.”

Soundwave was flying backwards again, shoved into the wall behind him and away from Lord Megatron.  “There are no  _servants_ , in my world, Soundwave.  You do not  _serve_  me.  You are my ally.  I don’t want to hear otherwise.  Do you understand me?!”

“Affirmative.”  He was pretty certain that last hit had caved his back plating, but he ignored the pain.  He was  _allied_  to Lord Megatron, and that meant that he did everything he was ordered to, explicitly or otherwise.  Lord Megatron had the floor; Soundwave dared not upstage him with unsightly whimpers.

“And no more of this ‘he understands me more than Megatron,’ nonsense.  How could he  _possibly_  understand you better than I?  I know you better than  _anyone_ else!  I’ve spent nearly half my life loving you!  He knows  _nothing!_   Why would you think he knows  _anything_?”  His arm thrust out, grabbing Soundwave by the back of the head, and dragging him back in again, this time, lifting him from the ground in the process.  Soundwave didn’t struggle.

“Speculation: nature of data interface resulted in merging of minds.  Speculation: Trypticon resided in Soundwave’s head, absorbed Soundwave’s thoughts?”

Lord Megatron considered that for a long moment, before lifting Soundwave closer to his face, leaning in to bite at the vents that framed his head.  “Is that so?  He knew you so well because you two shared a  _mind_?”

And then Soundwave was falling to the floor.  He didn’t catch himself, allowed the full impact to further dent his already damaged back plating.  Lord Megatron was on him in an instant, tearing into Laserbeak’s bed, trying to pry it open, expose his spark.  With haste, Soundwave unlatched the chamber for Lord Megatron’s ease of access.

What was he doing?  He didn’t want this.

He wanted whatever Lord Megatron wanted.  And if that was to share sparks, then he would gladly offer up his own.

Scarred lips twisted upwards in a fangy grin, and then Lord Megatron’s  _own_  chest plates were flying open, baring his own spark, brighter than any Soundwave had ever seen.  He bore down on Soundwave, pressed their frames together, allowed the energy of his spark to wrap itself around Soundwave’s, pressing inwards, drilling into the heavily guarded corona, Soundwave’s core.  Everything he was was about to be Lord Megatron’s.

_No!_

No, he couldn’t subject Lord Megatron to his deepest thoughts and feelings.  He’d know about the jealousy, the bitterness, the disappointment and detachment.  He’d learn of Soundwave’s doubt in his leadership, doubt in their own relationship, his anger!  He’d learn that Soundwave  _wasn’t_ his perfect ally,  _wasn’t_  his perfect servant,  _wasn’t_ his perfect slave!

And then, it stopped. 

Lord Megatron pulled away as though bitten, shock and disgust radiating all throughout his frame.  But it wasn’t  _Soundwave_  that he was disgusted with.

“No.  No, I can’t!”  He scrambled to his feet, backing away from Soundwave.  “I’m sorry – Primus, I’m so sorry!”

Soundwave had upset him.  It stung him right down to his still-bared spark.  The last thing he wanted was to upset Lord Megatron.  Perhaps he would prefer the traditional method?  Soundwave retracted his interface panels, shifting so as to display himself for Lord Megatron's benefit, and extended a data cable, reaching out to bring Lord Megatron back to him.

“No!” he hissed again, slapping it away.  “No – I don't want that!"  At Lord Megatron's displeasure, Soundwave closed his panels once more, but _still,_ his master remained upset.  "I . . . I’m so sorry," he choked out.  "You stay here.  I – I have to go.”  And then, much to Soundwave’s continued anguish, he split.

. . .

He’d upset Lord Megatron.  He truly was terrible.  Had he his own free will, he would have run off to some dark corner to lose himself in his work.  But Lord Megatron had given him an order:  _stay here_ , and so, Soundwave had no choice but to obey. 

~~~

Ravage found him eventually, haughty tip toes echoing like cannonfire in the silent space.

“Soundwave.”  Ravage only ever called him 'Boss;' Soundwave’s _real_ name sounded awkward on his tongue.  Soundwave didn’t even look up.  Lord Megatron hadn’t given him permission to, after all.  “Shouldn’t you be at your station?”

Why would he be at his station?  Lord Megatron had told him to stay here.  Didn’t Ravage know that?

Ravage paused, fixing a scrutinizing stare on him.  “A-are you okay?  You seem . . . different.”

He was fine, thank you very much.  Though he’d be better if Lord Megatron would come back and give him another order; not that it was his place to request anything of his master.  Lord Megatron would return if and when he so chose. 

Ravage cringed away.  “Okay, that is  _definitely_  not the right reaction to have there.  Come on.”  He stepped closer, pushing and prodding in a vain effort to get Soundwave to his feet.  “Let’s get you out of here before he comes back and finds you.  The big boss doesn’t seem to be very happy with you, and as angry as I am for what you did to Rumble, I really don’t wanna see you get hurt.”

He continued to speak as he nudged and nipped, trying to find the key to moving a mech that was significantly bigger than he was.  “You should apologize to him, by the way.  I know it won’t mean much, but – argh – I think it will help him feel better if he knows you’re open to fixing things with – Primus, you’re heavy – him.”  He gave up with a dramatic sigh, collapsing to the floor, and flicking an irritated glare Soundwave’s way.  “Are you gonna help me out here?”

A cable crept out from Soundwave’s chest, wrapped itself around Ravage, scooped him up off the floor, and deposited him several feet away.  His assistance was  _not_  welcome right now.

“Bo –  _Soundwave_!  What was  _that_  for?!  You can’t  _really_  mean to stay on the floor in here, in the dark, alone.”

He did.

Ravage’s plating flared out in frustration.  “Fine!  Be that way!  I swear, you’re acting like . . .” he trailed off, sniffing the air as he did so.  It didn’t occur to Soundwave to ask what it was Ravage thought he was acting like, though it clearly caused his Symbiont some degree of distress.  All he wanted was to wait here for Lord Megatron’s next order.

“Oh no.  Primus, no!”  And just like that, Ravage bolted, with no indication as to why.  He seemed scared, but what could he possibly have to be afraid of?  Did he think that Soundwave could attack  _him_  too?

But with Ravage’s departure, Soundwave had nothing left to do but wait for Lord Megatron’s return.  That was fine.  He’d be back eventually.  These were his quarters, after all.

~~~

In the end, he ended up waiting for eleven days.  He didn’t mind; Lord Megatron was surely busy.  And  _he_  didn’t much care for refueling anyway.  He was well-acquainted enough with hunger that its presence easily went by unnoticed.  And he’d spent decades in isolation in the past.  True, he’d had something to occupy his mind with at those times, but eleven days really was nothing to get upset over.

Ravage came to visit him from time to time, lingering in the doorway, always the doorway, with increasing concern.  But he never stayed long.

Ravage’s brief appearances aside, however, he found he couldn’t much remember most of his time spent sitting on Lord Megatron’s floor, waiting for him to return.  It all passed by in a blur of darkness, of soft and distant sounds.  And then, one day, he heard the pounding of those heavy footsteps coming his way, accompanied by Ravage and Laserbeak.

The door flew open, and Soundwave leapt to his feet to greet his lord and master. 

_See?  I stayed here just like you said!  Aren’t you proud of me?_

Lord Megatron didn’t seem proud.  Mostly he seemed surprised. 

“What are you doing in here?”

{{ You stay here. }}  He played back the earlier command.  “Lord Megatron’s orders: followed.”

Lord Megatron's spark gave a nervous stutter at that, and he withdrew, just slightly.  How strange.  Lord Megatron was not so easily scared. 

“He hasn’t left this room since your last talk,” Ravage explained, helpfully.  “Pit, he’s been down there on the floor until only just now.  It’s creepy.  You gotta make it stop.”

Laserbeak too, pulsed his agitation, though whether or not Lord Megatron could sense it was unclear.  The scritch scratching at his perfect chest however, probably got his attention.

_Laserbeak: desist._

Laserbeak stopped.  Good.  No part of  _him_  was going to be responsible for causing Lord Megatron pain.

Or such was the plan.  And yet, the pressure in those fuel lines seemed to be rising, thick, silver plating gave a soft rattle, sharp claws shrieked quietly as they were clenched into fists.  He was upset.  And the only cause could have been Soundwave.  What had he done?  How could he fix it?

He awaited further orders.

“I – I don’t understand.  Soundwave, what’s wrong with you?”

Soundwave cocked his head, despite himself.  There was nothing wrong with him, for the first time in a long time, it felt like.  In fact, everything felt clear, freeing.  He liked this.

But he’d been asked another direct question, and he had no answer to it.  Instead, he pulled up his vitals for Lord Megatron to see.

“Primus, I thought I told you to keep yourself fueled!  What _is_ this?!” he growled, but caught himself.  It was surprising that he noticed Soundwave’s momentary strife; he’d been careful not to so much as wince at the displeasure he’d caused.  “Forget it.”

“Don’t say that!” Ravage squeaked.  “Who knows  _what_  memories he’ll erase!”

Memories?  What was Ravage talking about?  What was he doing here?  Why was Lord Megatron upset?  And why did he look so introspective now?  Had Soundwave forgotten something?  Had it been important?  What if it  _had_  been?  What if he failed Lord Megatron because he couldn’t remember an important command?  He needed guidance.

“Awaiting further orders.”

Lord Megatron’s eyes widened briefly, and he crept closer, circling Soundwave like a curious turbofox.

“I don’t know what’s wrong with him, but he seems to  _really_  want to follow your orders as literally as he can.  Which y’know, is exactly what I needed on top of this whole thing with Rumble.  Could you maybe, figure out how to get him back to normal?  I can’t stand feeling him like this.  My whole spark feels . . . it feels like someone’s grabbing it and squeezing it, and it won’t fragging  _stop.”_

_Ravage: desist._

Ravage shot him a defiant look, then bolted again, leaving Soundwave and Lord Megatron alone in the room.  Alone . . .

Soundwave eagerly anticipated what kind of things he’d be ordered to do to Lord Megatron while the two of them were alone.  He could remember Lord Megatron’s presence close to him, his spike inside of him, filling him with the passion of their intimate bond.  His frame longed to go back to that.

It seemed he still remembered a few things after all.

But Lord Megatron was not interested in anything of the sort right now.  He strode closer, looming over Soundwave with a forced stern frown.  He was trying very hard to keep the worry out of his eyes, which was strange, because Soundwave could clearly hear it in his frame, and Lord Megatron  _knew_  that he could.

_It is not your place to question Lord Megatron’s judgment._

“Soundwave,” he began, and Soundwave watched him in rapt attention, his audials  _begging_  for that next word.  “Return to your quarters.” 

Of course!  Soundwave made to move towards the door, away from the light of his life, but then there were hands on his shoulders, steadying him in place.  He didn’t fight it.  Apparently there was more that Lord Megatron wished to say.

“I want you to refuel, and stay refueled.  The last thing I need right now is you starving to death because you . . . have somehow become too stupid for basic common sense.”  He deserved that.  He deserved whatever Lord Megatron had to say about him.  “And then, I would like you to do your ordinary job.  I need your skills in surveillance.  Hopefully you’re not too broken to do that.”

He released Soundwave’s shoulders.  Soundwave knew he was supposed to wander on home now, but something within him told him to stay, wait, turn around to face Lord Megatron.  Somehow, that only seemed to annoy him further.

“What are you waiting for?  Leave!”

“Understood, Lord Megatron.”  He nodded his head in deference, and left, ready to do exactly as he’d been commanded.

~~~

It was a slow week for the war.  Shipments of EN+ had already started coming down from Trypticon station, sent out to the troops in Kaon, Stanix, and Tarn.  It was Lord Megatron’s wish to create another facility in Tarn under the command of Mixmaster, and one in Stanix under another scientist named Scalpel.  But it would be a long time yet before their troops would be fully-sustained on EN+.

But otherwise, things were looking up.  There were currently no active battlefields, and Airachnid had last been spotted in a cavern in the Rust Sea; she wasn’t a problem right now.

He informed Lord Megatron.

He’d gotten very good at informing Lord Megatron lately.  Part of his problem before had been withholding information.  Now, Lord Megatron would know just as much as Soundwave did.  Then  _he_  would be capable of making an informed decision with the information Soundwave provided.  Somehow, this did not seem to please him.

_“Soundwave, meet me by the ground bridge terminal.”_

It had been a week and a half since he’d last seen Lord Megatron – far too long to go without him.  Not that he would ever again doubt his orders!  He was a good ally, after all.  But today, it seemed that Lord Megatron had not called him to discuss business.

It was a far more personal manner.

“What’s wrong with him, Doctor?”

Hook was running his scanner over Soundwave, who’d been dragged off to medbay, then ordered to lie on the medical slab and await further instruction.  He didn’t like it.  The slab was uncomfortable, the scanner was too loud and made his internals feel weird, and though there were no restraints, he felt their phantoms around his limbs, chest, head, just like last time, and the times before.  Despite Lord Megatron’s orders, he couldn’t help fidgeting beneath the hum of Hook’s beam.  Had it been anything short of an order from his glorious leader, he wouldn’t have allowed himself to be here at all.

“What makes you think something is wrong with him?” Hook asked casually.  He really ought to have learned some respect.  Lord Megatron was not one to be spoken to in such a way!  But Lord Megatron seemed more annoyed by the content of Hook’s words than the delivery.

“He’s been acting strange since his return from Trypticon Station.”  Soundwave winced at the name. 

_Trypticon Station: forbidden subject matter.  Discussion of: undesired._

“He’s always been loyal,” there was a smile in his voice as he said it, and Soundwave’s spark soared in response.  Hook’s scanner blipped loudly.  “But he’s been taking it to absurd extremes lately.  He won’t act unless he’s been given an order to.  He will follow absurd requests as though they are orders.  And he won’t stop sending me reports every hour.  I can’t process that much information, but I’m afraid if I tell him to stop, he won’t report to me the things I actually  _need_ to know.  I can’t deal with him like this.”

Soundwave cringed.  He’d upset Lord Megatron.  He really was the worst ally.

The scanner passed over his head for a long moment, adding to the terrible noise inside, before  _finally_  turning off with a click.  Thank Primus!

“I’m afraid, physically, there doesn’t appear to be anything wrong with him.  His frame is running at seventy-nine percent functional capacity, which is high for Soundwave.  And I’m not registering any glitches, no abnormal brain activity, steady spark – to be honest, he’s in the best health I’ve seen in a long time.”

“That can’t be right!  There has to be  _something_!  His behavior is too abnormal.  He’s broken.  You have to  _fix_  him!  Primus knows, his Symbionts agree with me, and they’d know best, wouldn’t they?”

Hook considered this for a moment.  “Well, he’s fine by my standards, but I  _would_  like to point out that Soundwave is not exactly . . . normal.  And the fact that he avoids visiting the medbay unless someone else has dragged him, means I don’t have a good feel for how his systems function outside of duress, save for what’s in his profile (that _he_  created, I might add).  You might be better off speaking with a specialist.”

“Shockwave,” Lord Megatron supplied, slowly, and with a taste of bitter disdain.  Was he mad at Shockwave?  What for?

“Yes.”  If Hook picked up on Lord Megatron’s displeasure with the idea, he gave no indication.  Instead, he began cleaning up.  “Shockwave knows more about Soundwave’s physiology than anyone else.  If there’s a reason for his abnormal behavior, he may be able to supply it.”

Lord Megatron was unhappy.  His spark pulsed an erratic rhythm, to accompany the fluctuations in his field, the barest rattle of his plating.  But he did not show it.  Instead, he uttered a begrudging, “Thank you, Doctor,” before ushering Soundwave from the lab and back to his own quarters.

Within three hours, Shockwave was on the line with Lord Megatron, though he seemed less-than pleased to be there.  Soundwave himself was not a part of the conversation, and he wasn’t entirely certain he was supposed to be listening in, but Lord Megatron had not told him  _not_  to listen, and it  _was_  his duty to monitor all comm lines into and out of Kaon.

“May I ask what this is regarding?”

Lord Megatron describe the situation to Shockwave just as he had to Hook, albeit, with Hook’s report included. 

“Fascinating.”

“Yes,” Lord Megatron groaned, “if you’re an Autobot.  ‘Foreboding’ was more along the lines of what _I_  was thinking.  Perhaps with a side of ‘terrifying.’  And throw some ‘irritating’ for good measure.  I can’t work like this,  _Soundwave_  can’t work like this, and if both Soundwave and myself cannot work, then the whole operation begins to collapse, wouldn’t you agree?”

Shockwave had no direct reply to that.  He didn’t have time to waste on rhetorical questions.  It was more important to get down to the heart of the matter at hand.  “From what you’ve described, it would seem he’s reverted back to his default coding.”

A long silence followed Shockwave’s observation, as Lord Megatron struggled to make sense of it.  At last he conceded; he’d have no way of fully-knowing what Shockwave’s observation meant, speculations aside.  “Explain.”

Shockwave did so without hesitation.  “Soundwave was programmed at the late Senator Ratbat’s behest to be a perfect surveillance drone.  It is my suspicion that his frequent and sustained interface with Trypticon Station resulted in severe trauma to his brain module, so his systems have fallen back on the initial drone coding in order to reduce the strain on his frame as self-repair works to repair the damage.”

“Hook said there was no damage!” Lord Megatron snapped.

Were it in his nature, Shockwave probably would have shrugged.  “It is possible that he missed something.  Or, it may be a reaction to emotional trauma, or any combination of the two.  The ‘how’ of it, I imagine, interests you less than the ‘what,’ and you will be pleased to know that the ‘what’ is much clearer.  For one of many possible reasons, Soundwave has reverted to drone coding.”

“Slave coding, you mean,” Lord Megatron growled.

“If that is what you prefer to call it.  Originally, he was set to obey the orders of Senator Ratbat without fail, but in the senator’s death, it seems he has instead, imprinted on  _you_ , as his highest authority figure at the time.”

Again, Lord Megatron was rendered speechless, as he struggled to process Shockwave’s words.  “On  _me_?  No.  Soundwave wouldn’t  _dare_!”

“If it’s any consolation, it would not have been intentional on his part.

Judging by the look on Lord Megatron’s face, it was not, in fact, any consolation.  “Soundwave is not my  _slave_!  He’s my friend.  He follows me because he is my  _friend_ , not because of some stupid coding that was forced on him.”

“Indeed,” agreed Shockwave.  “The bond between the two of you is unusually strong, which is perhaps why it is all the more difficult for him to fight off.”

“What?”

“If it was in his nature at the time of the imprinting to obey your will, then the reactivation of the code with  _you_  as its target would have gone unnoticed.”

Lord Megatron shook his head.  “That was  _centuries_  ago!  I refuse to believe that it’s been here the whole time without my notice.”  Soundwave winced.  Perhaps he should have told Lord Megatron about Perceptor’s comments during his time with the Autobots?  If only he hadn’t been so caught up in denial, maybe he could have spared Lord Megatron a little pain. 

Then again, who was to say Shockwave was right?  Lord Megatron certainly didn’t agree with him, as his continued protestation demonstrated.  “And, if you’ll recall, he fought  _against_  Ratbat.  I don’t appreciate being lied to, Shockwave.”

“As exhibited by the Combaticons, programming of this nature does not preclude the subject from exhibiting negative behavior in regards to their target.  Drone programming aside, Soundwave had no reason to obey Senator Ratbat, ergo, post-abandonment in District 12, it was easier for him to fight the inclinations of his programming.  However, while the programming can be resisted, it can only be done to a certain extent, as was observed by Soundwave’s inability to harm Senator Ratbat physically while they were in the tower together.”

Shockwave had known about that?  What gave him the right to know about that?!  That event was  _Soundwave’s_!

“And as I explained before, his inclination towards obedience would have made the effects of the programming indistinct from his typical behavior, barring the possibility of any major dispute.”

“We’ve  _had_  major disputes!” Lord Megatron protested.  “We’ve fought, a lot.  He’s refused me, he’s physically harmed me, and he’s not been shy about telling me off when he disagrees with what I’m doing.”  He paused, and then added, more solemnly, “And usually he’s right.”

Shockwave  _still_  refused to be persuaded by Lord Megatron’s flawless logic.  “And I imagine he has to fight against himself to do so.  Let me explain it like  _this_.  When imprinting on you, the coding would have worked much like a Trojan Virus, albeit, it is a reactivation of core coding, rather than a malicious disease.”  Lord Megatron’s glare urged him to continue.

“Regardless, while disguised as friendly data, the programming managed to slip past his firewalls, and embedded itself in deep without his notice.  As I’ve said  _twice_  now, he’s already inclined to follow your orders, so he rarely would have clashed with it, and when he did, he would have been strong enough to shake off its compulsions.  But whatever it was he experienced on Trypticon Station left him incapable of fighting back, and the coding would have used that moment to take over, replacing his personality with its need to obey you.”

And  _oh_  how Lord Megatron didn’t want to believe it.

_Be strong, Lord Megatron._

“If what you’re saying is true, are the effects permanent?”

Shockwave’s finials perked up, as though he were truly interested in contemplating the question.  “The coding cannot be removed without risk of damaging Soundwave’s personality components, but I imagine that he could fight it off, provided he achieves the proper state of mind, which could be difficult to provide, given that the coding is the primary determinant of his actions for the moment.”

“Then how do I  _get_  him into the right state of mind?”

Shockwave hesitated.  “I . . . I am afraid I do not know the answer to that.”

“Then  _FIND IT!_ ” Lord Megatron roared, loudly enough for Soundwave to withdraw from the connection, hissing as pain flared in his audials.  By the time he’d regained enough sense to reconnect, Lord Megatron had already hung up.

Soundwave considered what he’d learned.  Shockwave had claimed that his need to follow Lord Megatron (when had he started thinking of him exclusively as  _‘Lord_ Megatron?’) was due to some coding that Ratbat had forced on him.  It was ridiculous!  And moreover, what did it even matter?  He was happier like this.  He could remember before – all of those bad decisions he’d made, decisions which had resulted in agony for his loved ones, if not death. 

It was easier to live this way.  Lord Megatron was the center of the universe; his will was absolute.  Soundwave didn’t have to worry about making the wrong choice, because all of the choices were no longer his to make.  All he had to do was whatever Lord Megatron told him to.  No fighting with self-loathing, or worrying about what others thought.  Just sweet, blissful freedom.  Why had he ever turned his back on such a thing?

But Lord Megatron hadn’t seemed very happy about it.

Speaking of . . .

He could hear those heavy footsteps racing up the corridor, climbing stairs, charging for his door.  It slid open to allow Lord Megatron access before he’d even stopped running.

His movements became less frantic once he’d entered the room, but they were no less vicious.  His plating flared, to make him appear aggressive, threatening.  His fuel raced through his lines, even as his spark pulsed a steady thrum – tranquil fury.  Lord Megatron was angry, but for once, he was in full control of his actions at the same time.  The effect was chilling.

“I take it you heard that, Soundwave.”

“Affirmative,” Soundwave said, his back already turned against his station, his attention fully devoured by the light of his world. 

“Then tell me, is he right?”

Soundwave hesitated.  He didn’t know!   _He didn’t know_!  He certainly didn’t  _want_  Shockwave to be right, but Lord Megatron expected the truth, and Soundwave didn’t have the truth, and his head was starting to hurt the longer he tried to think about it.

_Hurry up!_

“Observations: reasonable.  However, accuracy: unknown.”

“You don’t know,” Lord Megatron repeated, stepping closer, the slow, heavy thuds of his feet on the metal floor begging Soundwave to flinch, to cower.  But Lord Megatron would not have been pleased if he did.  “Are you sure about this?  I know you’re not an idiot, Soundwave.  I know how aware you are of your own body.  And I know you would  _never_  lie to me.”  He was standing close now; Soundwave had to arch his back in order to look up at him.  Admittedly, it was a little nerve-wracking to be so near a bot radiating such fury.  But he didn’t allow himself to retreat.

_Even if he hurts you, it will be deserved._

“So if there’s anything you’ve been  _hiding_  from me, any evidence that would indicate Shockwave’s claims are true, you would be best served sharing now.”

Soundwave didn’t even pause for thought.  “During time as Autobot prisoner: designation: Perceptor: indicated possibility of Loyalty Programming.”

“So you  _knew_ ,” Lord Megatron growled.  “For one hundred _years_ , you knew that your actions weren’t sincere!”

What?!   _No_!  Of course they were sincere!  Soundwave wasn’t a liar! . . . But if Lord Megatron thought he was, then Lord Megatron must be right.

“Affirmative.”

His easy agreement only seemed to goad Lord Megatron on.  “What do you take me for?  Why didn’t you tell me?!  Do you really trust me so little – think so  _little_  of me?!” 

Soundwave struggled to keep up with the rapid-fire questions – he needed to answer them, but Lord Megatron needed to finish talking first.  And yet, Lord Megatron didn’t seem to realize this, as he kept right on going.

“I guess you were right: I  _don’t_  understand you.  Not at all.  I don’t know why I ever thought I did.  All those years spent together, and I never realized – the mech I loved, the mech I respected, the mech I  _worshipped_  was a liar, a coward, a phony!”  And then, he froze, eyes widening, as though he’d come to some horrible realization.  But a pause was a pause.  Soundwave figured he’d take the opportunity to answer some of the questions.

“Soundwave: respects Lord Megatron.  Does not wish to cause offense.  Does not wish to cause unneeded stress.  Soundwave too: did not wish to believe.  Soundwave: trusts Lord Mega –”

“You’ve made a slaver of me.”

Soundwave had no time to react as Lord Megatron struck him, full the chest; he flew backwards, crashing into his terminal, shattering the screen.  His chest had cracked, was caved beneath the point of impact, trickles of energon from broken fuel lines painting it a bright blue.  He refused to cry out, despite the pain, the shock, the betrayal of the action.

_You betrayed him first._

And already, Lord Megatron was racing over, lifted Soundwave by the helm, raised him to eye-level, if only to scream directly into his face.  “I don’t want any part in your twisted  _fantasy_!  I didn’t ask to own you, never wanted to, and yet you’ve forced my hand!  Very well.  If it’s a master you want, then it’s a master you’ll get.”  He squeezed, enough to dent Soundwave’s vents, but before he could damage the audio transmitters, he let go, allowing Soundwave to fall to the ground.  He struggled to catch himself before impact.

Why was Lord Megatron doing this?  What had he done?!

_You know what you did!_

A sharp foot kicked his unarmored belly, sending him rolling over onto his back; this time he couldn’t stop the cry of static from escaping, try as he did to choke it back.  The foot moved to place itself on his heaving chest, pressing down. 

“You’ve made me into something I never wanted to be!  Was anything we shared together even real?  Or was it all just some program telling you to submit?!  I  _loved_  you, and you responded by making me  _rape_ you!”  He removed his foot, and collapsed to the floor, atop him.  Usually, the positioning would have been exciting, but even Soundwave was finding it difficult to stave off the fear.  "Well, why not embrace it?  There's no having you any other way, is there?"

_You earned this!  You earned this!_

He hadn’t!  He’d done nothing but love Lord Megatron!  Why was he so angry?!

 _You betrayed him.  You gave yourself to that Titan!  Of_  course _he’s angry!_

Lord Megatron's hands were on him like a savage beast's, clawing between the seams of his ruined plating, and along his flickering biolights, fiercely enough to break the surface, and add to the neon blue painting his frame, before coming to rest in the small of his back.  A quick motion saw him hoisted upwards, their positions shifting until he was not-quite-enthusiastically straddling Lord Megatron's lap, while Lord Megatron ground their hips together, adding the heat of friction to the discomfort of his injuries.  Sharp teeth found Soundwave's shattered vent, and began to mouth at the tender area, drawing sharp grooves into the metal, adding just one more sensation to overwhelm Soundwave, by throwing a sharp spike of pleasure at his increasingly-confused mind. 

Did he want this?  Did it hurt?  Did he like it?  Did it matter?

At his throbbing audial, he felt the heat of Lord Megatron's words, though his tone of voice was absent of any allure.  He spoke in threats and commands, as a reminder to Soundwave that _this_ was not about fun.

"You will open for me."

And what choice did Soundwave have?

Enough to resist, apparently.  Not actively, of course, but he did not open his panel.  Why not?  That was what Lord Megatron wanted, wasn't it?

One of Lord Megatron's hands moved from his waist up to his throat; a sharp squeeze serving as his next warning.  "I will not ask again, Soundwave!" Lord Megatron growled.  "Open for me!"

“Boss!”

His Symbionts always did have the best timing.  Ravage, Rumble, and Laserbeak stood in the open doorway, watching the scene unfold in horror, and it didn’t take long for them to leap to his defense.  Ravage raced in, pouncing the arm that held Soundwave’s throat, and Rumble wasn’t far behind, tugging on the other.  Laserbeak meanwhile, was circling overhead, shrieking in confusion.

“Get off me!”  It was sickening, just how easy it was for him to dislodge the Minicons, toss them across the room.  The pathetic yelp Ravage let out as he hit the wall was nearly as heart-breaking as the groan Rumble tried to hold back.  Neither got back up.  And their defeat left Laserbeak landing on Megatron’s back, scratching,  _begging_  for Megatron to save Soundwave from . . . well, himself. 

Megatron had crossed an uncrossable line; the interface, he could deal with, but Lord Megatron had hurt Soundwave’s Symbionts.  Soundwave should have thrown him off, torn him apart, loyalty and slave coding be damned!  But Lord Megatron hadn’t killed them; it was clear that he’d held back.  He’d just meant to get them out of the way so he could properly punish Soundwave.  It was fine.  He hadn’t meant any harm.  It was an important lesson for them to learn.  They were far too brazen with their lord anyway.

Lord Megatron seemed to have the opposite reaction.  He looked to Ravage’s unmoving frame, and then to Rumble’s, before finally staring down at the unresponsive Soundwave with wide, horrified optics.  He’d hurt Soundwave’s Symbionts, and Soundwave had done nothing.

He crawled to his feet, ignoring the shrill cries of Laserbeak, who continued to scratch at his chest with those tiny cables.  And he said nothing as he moved first to Rumble, and then Ravage, checking that they were okay, before scooping one up in each arm.  Curious, and apprehensive, Soundwave forced himself up to see what Lord Megatron would do next.  Anger still screamed from within him, still threatened to explode on those around him, but it seemed to have stepped to the side, to make room for encroaching sadness.  Why sadness?  What had Soundwave done wrong  _this_ time?”

 _You’re supposed to protect them._ Do _something!_

Before he could, his attention was snatched up by the all-encompassing sound of his master’s voice.

“So he was right.  The Soundwave I know would have  _never_  stood for what I just did.  You’re not Soundwave.  You’ve stolen him from me.”

Soundwave cocked his head.  “Meaning: not understood.”

Lord Megatron ignored him.  “You should know that I will not tolerate this.  You are not  _him_.  I can’t stand the sight of you, and I will do everything in my power to erase you from existence, and bring him back to me.”

Soundwave was frustrated now.  “Soundwave:  _me_ ,” he tried to assert, but again, his protestations were ignored.

“Soundwave,” Lord Megatron said, his voice overwhelmed with sorrow, apology, command.  What was happening?  Soundwave didn’t understand.  He was scared and upset and he’d just let Lord Megatron hurt Ravage and Rumble, and Lord Megatron was angry at him, accusing him of lying, of not being himself, and he didn’t know  _why_!  

But Lord Megatron continued, and Soundwave had no choice but to listen.  “I want you to submit yourself to spark splicing.  I want you to replace the Insecticons, since you are the one who promised to take responsibility for it.  I will schedule you an appointment to meet with Shockwave in Tarn.  You will be strapped to a medical slab, and they will . . .”

Soundwave couldn’t listen.  He  _had_  to listen!  This was an order from Lord Megatron, but he couldn’t, and his processor punished him for it with painful feedback.  Lord Megatron had so vehemently protested using Soundwave to create an army before; why was he ordering it now?  What had changed?  It was almost as though he  _wanted_  Soundwave to disobey, to fight back.  After all, in a scant few minutes, he had gone out of his way to violate every boundary Soundwave had ever held with him.  And  _oh_ , how Soundwave wanted to refuse him, to call him out –  _anything_  to keep him from returning to the Pit he’d been forged in.

But he couldn’t.  He was good, and he was obedient, and he was loyal – he was the perfect  _slave_.  Even if his frame had started to shake, and a whine of distress had forced itself from his vocaliser, and his head was spinning, his vision clouded, and memories raced through his mind – hands, grabbing him, holding him down, stabbing, prodding, tearing him apart, again and again an  _oh_  the pain they’d put him through, before he’d even had a word for pain in his head.  He had no choice.  He  _had_  to follow his orders.

“Well, Soundwave?  Is there anything you’d like to say to me?”  He was smirking, as though he found the situation funny!  But it  _wasn’t_  funny.  He was ordering Soundwave to relive his greatest trauma.  How was Soundwave supposed to still worship him in light of this?

_Because that’s what you were created to do._

“Acknowledged.  Soundwave: will submit to spark splicing.”

And still, despite his perfect obedience, he could sense Lord Megatron’s displeasure.  Why?  He’d passed the test, hadn’t he?  Why couldn’t he get this right?   _What had he done wrong_?

Lord Megatron scrutinized him for a moment with his sad eyes, as though searching for some sign of, what, the miserable,  _old_  Soundwave?  He must not have found what he was looking for, because they quickly fell to the floor. 

“Very well then.  Continue with your work.  I shall be in touch shortly.”  And then, he turned his back and trudged from the room, leaving Soundwave, confused, distressed, and totally and completely  _alone._

 

**Notes for the Chapter:**

> How the hell have I published three chapters this week?


	32. Family

**Summary for the Chapter:**

> What is a Symbiont?

**Notes for the Chapter:**

> Still rolling these out. I'd say don't get used to the fast updates, but *shrug* I don't know anything anymore @.@

It rather seemed to Soundwave that life was conspiring to see him fastened down to a medical slab, putting him at the mercy of the hostile mechs that always seemed to encircle him.  Lord Megatron was nearby.  So were Ravage and Laserbeak.  Soundwave could hear them arguing amongst themselves if he tried hard enough, but at the moment, anything outside of his immediate vicinity didn’t warrant much notice.  Not when he was living a waking nightmare.

His elbows and wrists were secured to the slab, as were his knees and ankles, belly and throat.  His chest had been pried open, held in this vulgar position with clamps, leaving his swollen spark exposed and vulnerable.  Shockwave had wanted him to be unconscious for the operation, but the idea of being left at Shockwave’s mercy while unaware of the schemes he wrought was worse than the thought of witnessing his own worst-nightmare first hand.  And so, conscious he stayed.

He nearly regretted it.

Shockwave’s diminutive assistant, Scalpel, had scurried across Soundwave’s open chest, fastening a handful of thin cables into various ports surrounding his spark chamber.  Once finished, he cleared away to allow Shockwave, and his monstrous ‘extractor’ room to function.  The tool resembled a gun in some ways – it had a cylinder, a barrel, a trigger.  But the cylinder was transparent, meant to hold the removed spark fragments within its twin chambers.  Meanwhile, the barrel was not made to fire weaponized energy, but to deploy a tube, as thin as Soundwave’s finger, with an arrow-like, bulbous implement on the end that looked positively monstrous.  Soundwave couldn’t keep his hands from trembling.

“I allowed you to maintain consciousness on the condition that you refrain from movement.  This procedure is delicate; a mistake could cause you severe spark damage, so please do control your fear.”  Shockwave’s words were  _nearly_  enough to replace the fear with anger, but not quite.  Luckily for Soundwave, Shockwave kept up his effort to ‘help.’  “There is no reason for you to be afraid, Soundwave.  You have undergone this operation before; you know what to expect.  And I anticipate that it will run more smoothly than last time, as the technology has improved over the last two hundred years.  There is no reason for you to make this more difficult than it needs to be.”

Soundwave’s fingers stilled.  He was going to tear Shockwave apart after this, so help him.  The mech had always been tactless, but right before a major invasive surgery was perhaps the least appropriate time for his usual heartless banter.  Had Lord Megatron not ordered the operation, he would not have been caught dead on this medical slab.  But an order from Lord Megatron was absolute.  He could not disobey.

No matter how much he may have wanted to.

“Lord Megatron has suggested that I explain to you what I am doing every step of the way, in an effort to make this experience less frightening.  You will, however, forgive me if I keep the chatter to a minimum.  I would much prefer to concentrate.  Scalpel will inform you of anything you require.

“We shall proceed now.”

And that was all the warning he got before the tip of the tool was pressed to his spark.  Shockwave pulled the trigger, and the tube forced its way in; the external, crackling energy dispersed around it, but the center – the corona and core resisted penetration.  For a moment anyway. 

Even an implement so narrow as the tool entering his spark left him feeling as though he were being split in two.  He wanted to writhe, to scream, to spit static and expletives Shockwave’s way, but he held perfectly still, just as he’d promised.  Fear was a greater motivator than pain at the moment.

“Ordinarily, the shock of an external object entering your spark like that would be enough to send you into stasis lock, if not outright kill you,” said Scalpel, with far too much glee in his voice.  “But we’ve got your spark chamber hooked up to those stabilizers behind you, to keep it pulsing on even with a big ol’ stick shoved in it.”

There was a sharp bite of pain, like a creature was trying to claw its way out of him, and again, Soundwave resisted letting it show.  Not that Scalpel was fooled in the slightest.

“That’s the tip of the extractor deploying.  It’s panels all spread out to latch onto the core of the spark, to keep it perfectly still for the next bit.  From there,” a sharp sting pierced him; now he was being blown apart by a high-powered blaster at point blank range.  He lost his hold on the pain, but somehow, he was able to avoid moving around.  “It will inject a needle directly into the core.  At this point, the frame will undergo complete paralysis, in order to protect the spark of its own accord.”

Soundwave’s spark was throbbing, faster and faster, though Shockwave held the tool steady in place.  He couldn’t move!  Even if he hadn’t been tied down, his limbs were far too heavy to even hope for a chance at escape.  His mind felt foggy, disconnected from all but his butchered spark and the agony that spread from it.  This was too much!  He needed to obey Lord Megatron, but this was too much!!  He would have whimpered if he’d had any control over his vocaliser.

Shockwave continued to play the role of the uncaring doctor, while Scalpel, with a wide grin on his bug-like face, kept right on yammering away.  “From here, it’s not much longer.  Maybe ten minutes to extract enough to create a new spark.  And Lord Megatron gave us approval to make two (they always have a better survival rate in sets of two, did you know that?), so I guess we’re looking at twenty minutes total?  That’s not so bad, right?  Shockwave tells me that last time it took three times as long, so that’s a positive!”

Soundwave was already struggling to tune the unhelpful little Minicon out.  He needed something else to focus on – something that could disconnect his mind from his spark, the way his spark had disconnected it from his body. 

He sought out Ravage, he sought out Laserbeak, and even Rumble, and immediately wished he hadn’t.  They were in pain too.  He couldn’t feel it through the bond, not with his own spark in such a state, but he could hear their cries of pain – the way Laserbeak was clawing frantically at a thick metal surface, alternating shrill screams with sorrowful cries, and the way that Ravage’s frame compressed itself as tight as it would go, wrapped around his own flaring spark, bravely trying to fight off the whimpers, though the constant stream of static gave him away.  Rumble was too far away to hear.

But in listening for his Symbionts, he heard something else – the voice that could keep him grounded through any storm, whispering soothing murmurs, that stood in strange contrast to his typical growls and shouts.

“I’ve got you.  I’m sorry, I’m sorry.  I promise, it won’t be long now.  I wanted to help him.  I swear, I didn’t want this.  I’ve got you.  You’ll be all right.”

It took him a moment to locate it – in an observatory that overlooked the operating room.  Ravage and Laserbeak were there too.  They were watching, all three of them!  (Where was Rumble?)  And Soundwave could hear no one else nearby, which meant that it was Ravage and Laserbeak that Lord Megatron was trying to console.  It was nearly enough to overlook the fact that Lord Megatron was the one that ordered him to be here in the first place.

And then the meaning of the words hit.

He was . . . sorry?  Lord Megatron didn’t do ‘sorry.’  But he also apparently didn’t want this, and had only been trying to help.  If that was the case, why then, was Soundwave stuck here, strapped to a table, while Shockwave dissected his spark against his will?

_Lord Megatron doesn’t want this._

Then what  _did_  he want?

_That’s none of your business._

Wasn’t it though? If the mutilation of his own personal spark wasn’t his business, then what was?

_You’re a slave.  Nothing is your business unless Lord Megatron orders it so._

Ah yes.  Of course.  Lord Megatron had ordered him to be here, so here he would be, regardless of Lord Megatron’s reason for doing it.  He just had to accept that.  As a lower being, it was not his place to understand the thoughts and will of Lord Megatron.

Still, if Lord Megatron didn’t want this, and if  _he_  wanted whatever Lord Megatron wanted, then what the hell was he doing here?

The feedback loop that followed was enough to distract him until Shockwave was finished, until his spark had been fragmented into an additional two pieces, until the extractor was retracted, until his whole frame heaved an exhausted, miserable sigh, until his processor finally caved to the stress, until he fell into stasis lock.

~~~

Soundwave had slept a solid three weeks after the operation, and woke up to find Ravage taking a nap, curled up in the crook of his arm, head resting on Soundwave’s chest.  It was tender and sore, but it somehow felt fuller too, as though he’d made up for a lack that was long in need of filling.  Frenzy and Buzzsaw were still dead, but at the edges of his consciousness, just barely, he could feel his two new Symbionts.  He’d yet to meet them, and their current state of sleep ensured it would remain that way for a bit longer yet, but he already loved them.  They were his, just like Ravage and Rumble and Laserbeak were.  He couldn’t wait to see them.

He still lay on one of those repulsive medical slabs, but his limbs were no longer restrained; he was free to go, it seemed.  And though Lord Megatron had not given him explicit permission, the calling of a new Symbiont weighed on his mind more powerfully than the need to follow orders.  And Lord Megatron would surely approve of his actions.  He  _liked_  seeing Soundwave up and about.

_It’s not your place to say_ what _Lord Megatron likes._

“Boss, you’re awake.”  Ravage’s tired voice caught his attention.  The cybercat had allowed a single optic to slide open, lazily fixed on Soundwave’s equally ravaged frame.  They were two mechs exhausted.  Ordinarily, Ravage would have been on his feet; his pride dictated that he try to show at least a little dignity when talking business.  But today, he seemed content to let his claws dig into the gaps of Soundwave’s plating, to nuzzle his cheek into the warm metal.  Soundwave’s slender fingers came to meet Ravage’s head, stroking a gentle line down his spinal strut.

“We were worried.  Felt like you were asleep forever.”

Soundwave agreed.  He didn’t want to waste any more time lying around being useless, least of all when he had two new Symbionts to go meet.

Ravage looked up at him, wistfully.  “The little brothers haven’t woken up yet.  Got us all on edge.  Apparently there were a few complications – I think ‘cause your spark was already damaged, ‘cause of, well, you know.”  Buzzsaw and Frenzy’s deaths.  Yes, he knew.  Ravage pushed his head into Soundwave’s hand again, wordlessly begging further ear scritches.  Soundwave was all too happy to oblige.

“Anyway, the Big Boss promised us that he’d never make you go through something like that again.  Really, he shouldn’t have let you go through it this time – damn operation coulda killed you, and  _then_  where would we all be?  Hey!  I didn’t tell you to stop!”  Soundwave’s fingers had stilled; Ravage had no business in judging Lord Megatron.  Still, he obeyed the request again.

Ravage sighed, softly, melting beneath the touch.  “Y’know Boss, maybe it’s not my place to say (since you apparently care a lot about stuff like that these days), but the Big Boss likes you better when you think for yourself.  You know that, right?” 

Soundwave did.  It didn’t make a difference.  He had to do what his programming told him to do.

“You  _don’t_!  You can fight this.  You can disobey.  Especially if he ‘orders’ you do to something that violates your trust, like that crap he pulled the other night!”  His claws dug in, harder than he’d meant them to, though he didn’t apologize.  “How do you think  _we_  feel about all this?”

Soundwave cocked his head. 

“Oh, don’t play dumb!  Me and Rumble and Beaky!  We’ve been getting the aft end of the stick lately, and we’re sick of it!  I get it.  Me getting attacked by Jetfire wasn’t your fault, and I admire that you stepped in to fight for me, even if you kinda . . . well, failed at it.  But what you did to Rumble?  We  _warned_  you about Trypticon.  And you ignored us, and now Rumble’s hurt, and  _you’re_  broken, and everything sucks.”

Yes.  And what did it matter?  He couldn’t well go back in time and  _not_  fall for the allure of a Titan.  That line of thinking would lead to nothing but regrets.  He’d been there, done that; giving up his free will to someone else was easier.

Wasn’t it?

“And speaking of Rumble, you need to go make things right with him.”

Easier said than done.

“He had no reason to step in and try to fight off the Big Boss back there, but he felt your distress, same as the rest of us, and he came running, and got hurt  _again_  for his efforts.  And  _still_ , you treat him like he’s nothing.”  Finally, Ravage climbed to his feet, and stepped around to Soundwave’s back, nudging him into a sitting position.

“Me?  I’m still mad at you too, but unlike doofus and dingus, I sort of get what you’re going through.  Doesn’t excuse what you did, but I’m willing to work with you here, if you let me.  Now, I’m hooking up.  Try and get the others to do the same.  Oh, and Shockwave says he doesn’t want you to see our baby brothers, but I say, ‘screw Shockwave.’  They’re part of us; we have every right to see them, don’t you think?”

With that said, he transformed, and slotted into Soundwave’s back.  It felt nice to connect with him after so long; his mind could be that much more at ease.  Ravage was here, a part of his missing spark had come home.  It wasn’t as comfortable as Lord Megatron’s word, but it was a passable substitute.  And if he was going to fix things with the rest of his Symbionts, then a passable substitute would have to do. 

As much as he longed for new orders, he was starting to get the feeling that maybe he should keep his distance from Lord Megatron for the time being.

~~~

They looked a lot like him. 

Sure, all of his Symbionts did, but none quite so much as these two.  They were nearly identical – twins, like Rumble and Frenzy, or Buzzsaw and Laserbeak, but unlike his previous Symbionts, their similarities bypassed frame and skipped right on to their matching purple paintjobs.  It wasn’t a color he would have chosen himself; it must have been Shockwave or Lord Megatron’s doing.  But the color didn’t matter anyway.  What caught him was the  _size_.

All Symbionts were Minicons, even if all Minicons were not Symbionts.  Due to the nature of their creation, they needed a small frame, so as to not put an undue burden on their tiny spark, and so that they could connect with a larger frame when  _that_  didn’t suffice.  He’d known that this new experiment wouldn’t land him with run-of-the-mill Symbionts; they were meant to replace the large and powerful Insecticons, after all, but the fact that his new Symbionts were nearly as tall as  _he_  was came as quite the shock. 

_They’re not built to last._

At that size, they would probably experience spark burnout within a few decades at most.  They were made-to-order soldiers, cannon fodder, low-cost drone factories nothing more, nothing less.  Already, Soundwave protested the cruelty of it all.  They were a part of him; they didn’t deserve to live like this, let alone die like they were meant to.  He wondered if Airachnid had felt the same way?

“Oh, strange seeing  _you_  awake.”  The voice came from below him –  _far_  below.  Scalpel was skittering across the floor, closer to the two unconscious mechs that stood tall in their frame molds, wires and tubes embedded into the casing, pumping fuel into their lines and data into their drives.  Soundwave recoiled at the thought of just what that meant.

“Well, come in.  No sense trying to fight  _you_.  Look at me!  I’m  _tiny_!  You’d whoop me in an instant.  Unless that soft spot you have for small things extends to me too?”

Soundwave fixed a cold, disgusted stare on the small, spider-like creature.  He had never met the mech in person prior to his operation, but already, he was making snide annotations in his personnel file.  Scalpel was  _not_  a pleasant Minicon.

“Hmm, no.  I guess not.  Anyway, I’d like to introduce you to your brand-new combat drones!”

Drones?  No, they weren’t drones.  That was going too far!  Drones didn’t come with sparks.

“We settled on ‘Vehicons’ for the name.  The flier is 0-F-Alpha, and the grounder is 0-G-Beta.  They haven’t come online yet – still downloading the weapons and engineering data packs.” 

What?  Even  _he_  knew that filling a processor with so much information at once put a severe strain on a spark, let alone one of  _that_  size.  These ‘Vehicons’ would be living on borrowed time from the moment they were born; created knowing they would die young – at an age that would be considered  _infancy_  within a normal mech.  It was disgusting.  Why had they approved this project?  What was  _wrong_  with Decepticon scientists?

. . .

What was wrong with  _him_? 

“Ah, I see you’re upset.  Shockwave said you would be, if you saw this.  And then he said to remind you that  _this_  is how we’re gonna win the war.  It’s best you don’t get too attached to these guys.  Just focus on your own kiddos.  Pretend these ones don’t exist.  Chances are you won’t be seeing much of them anyway.”

Soundwave’s spark flared, his protective instincts kicking in.  These mechs were his – were  _him_!  He couldn’t stand by and allow them to be submitted to such a fate!  He stepped closer, brushing by the station that the irritating scientist had crawled up onto, until he was close enough to reach out, touch the molding that encased first the flier, and then the grounder. 

They were monsters for doing this, every last one of them.

“Err, am I gonna have to call Lord Megatron?  I know you wanna see ‘em; you got that spark connection workin’ for you.  Interesting thing, that.  I’d  _love_  to study it further.”

Soundwave tossed a glare over his shoulder.

“Yeah, err, right.  Thing is, if you interfere, then Lord Megatron’s gonna be  _cross_. These are the only ones he’s allowed us to take from you, so basically, if anything happens to them, then we got nothing – no way to beat the Autobots.  I swear, every time we turn around, they’re pulling some kind of new and ancient creature out of the ground.  Omega Supreme, Sky Lynx . . . when does it end?”

_Hopefully not with Metroplex._

. . .

Soundwave lowered his arms and backed away.  The Vehicons had a miserable fate in store, and true, they would be worth very little should Optimus Prime manage to call forth that Titan he had read of, the Titan that he’d felt in Trypticon’s mind, one of many brothers, but maybe they could help end the war before it reached that point.  It was a war.  Sacrifices needed to be made.  And who knew that better than Soundwave?

“Understood.”

He left the laboratory, and he did not look back, though he fought every instinct within him to do so.

~~~

He hadn’t been prepared for the Vehicons.  He’d thought the war had toughened him up, given him immunity to useless feelings like unwanted pity.  And he’d been proven wrong.  That night, as he ran his surveillance, as he read over every report he’d missed in his absence, as he got started on looking into the gifts Shockwave had given him back on Trypticon, he felt lethargic, detached, like the entire world was spinning along without him.

Soundwave did not belong in a world like this.  Even for a twisted monster like  _him_ , it was too cruel.

_That’s what Lord Megatron is for.  You don’t have to worry about a thing.  Just do what he tells you._

The words were compelling, but left him strangely bitter.  Why had Lord Megatron approved such a terrible thing?

_He wasn’t going to until you urged him to change his mind.  This is why you should just follow orders.  Look at what happens when you don’t!_

“Boss?”

A voice – gruff, yet strangely timid, pulled him from his thoughts.  Soundwave turned away from his terminal to find Rumble, peering into the room from the doorway, using the wall between them as a shield, in the event Soundwave chose to respond with violence.  Again.

He cringed.  Rumble was afraid of  _him_.  How wrong was that?

“Err, hi.  Can I come in?”  He gave a nervous wave, and it broke Soundwave’s spark to witness.  How had he allowed things to reach such a point?

He projected welcoming through the bond with all of his might, after Rumble flinched away from his initial disgust.  And though hesitant, Rumble allowed himself to believe the desperate longing in Soundwave’s field; he entered the room, though kept a devastating distance between the two of them.

“So, uh, Ravage thought we should talk.”

Soundwave agreed, though ‘talking’ might be a bit much to hope for, at least on his end.

Or Rumble’s, for that matter.  His toe was tapping a steady rhythm into the floor, while he pretended to be  _very_  interested in the grain of the metal on the ceiling.  It seemed that, if they wanted to ‘talk,’ Soundwave was going to have to initiate.

“Rumble . . .”  ‘Rumble, what?’  What was he supposed to say to his wronged Symbiont to make things all right?  He somehow doubted that ‘I’m sorry,’ would cut it.  “. . . Functioning well?”

Rumble fixed him with a long, unreadable look, before replying, “I guess so, yeah.  I mean, as well as I can be given the circumstances and all.”  Now he appeared to be just  _fascinated_  by the floor!  If he scuffed his toe hard enough, he could leave a mark!  Wow!  Look at that!  So much less awkward than talking with Soundwave.

Wasn’t this a lovely disaster?  And from within his bed, he could hear Ravage’s smug laughter.  Some help  _he_  was.

“Soundwave . . . wants to help in Rumble’s recovery.  Request: suggest methods?”

That one actually surprised Rumble enough to meet his face.  “I’m sorry, what?”

“Rumble – apology: unnecessary.  Soundwave: at fault.  Wants to help in Rumble’s recovery.  Request: suggest methods?” he repeated, feeling twice as foolish this time.

“Boss?”

Soundwave cocked his head, waiting for the inevitable finish.  He didn’t have to wait long.

“You really suck at this.”

It was a blow to his pride, or would have been, if he’d had any left to speak of.  All he could do was nod and accept the words.

Rumble seemed satisfied with that lack-of-reply, however.  “All you gotta do is be like, ‘I’m sorry,’ or ‘apologies’ or whatever it is you’d say.  I’m not picky.”

It couldn’t have been that easy!  Dismissing his Symbionts’ valid concerns so he could go lose himself in the mind of a Titan, would have been easier to forgive had he not tried to kill Rumble as a result.  Allowing Lord Megatron to strike him down afterwards was just a bonus.  Words weren’t going to fix this, no matter  _what_  Rumble said.

Rumble’s shoulders deflated in a heavy sigh.  “Boss, why do you always gotta make everything so difficult?”

_Because you’re still afraid of me._   He allowed one of his cables to snake out, towards Rumble, who jerked away, as though to prove his point exactly.  Trauma like that didn’t just disappear because of a magic word.  He’d learned  _that_  from Lord Megatron himself.

_Keep those thoughts in check!  Lord Megatron’s word is what you live for!_

“Okay, fine.  I’m afraid of getting barbequed again.  It wasn’t fun.  I’ve learned my lesson – I’m not gonna try to manually disconnect you from anything ever again.  You told me how you feel about that loud and clear.  But that doesn’t mean I’m afraid of  _you_!

“You messed up.  It happens.  I mean, like, that was the first time you’ve done something like  _that_  in, what, two hundred and twenty years?  And I think it’s safe to say you won’t do it again, so we’re good.  I forgive you.  I mean, maybe I’ll be a bit jumpy for a bit, and that’s natural too.  Not gonna pretend that what you did didn’t hurt or anything, ‘cause it did, and maybe if Buzzsaw and – and I guess Frenzy, were alive, it would be different. 

“But there’s only the four of us.  And the Big Boss had them cut you up, and they’re gonna cut up the little brothers even more, and – well, I don’t want to be mad or scared at you right now. We gotta stick together.”

And that . . . that made sense.  He suspected that Rumble was more upset by Soundwave’s breach of trust than he’d let on, but Soundwave could understand his reasons for hiding it.  It was a scary time right now.  The bond shared between Soundwave and his Symbionts had been violated, exploited, and who knew if it would end with just the new Vehicons.  Would Shockwave turn his eye on splicing Ravage and Rumble and Laserbeak next?  Would Lord Megatron allow him to?

The fear of Soundwave paled in comparison to his need to be connected with Soundwave, to feel safe in these trying times.  And Soundwave would not deny him that.

“Rumble – connection: desired?”

The smile on Rumble’s face was forced, but his spark did give a genuine pulse of gratitude.  “I thought you’d never ask.”

It felt nice to have both Rumble and Ravage back home again.  He was feeling more level for the first time in months.  And when Laserbeak came barreling into the room, flying for Soundwave’s chest like a sniper’s shot, and slotting himself in, his mood improved all the more. 

Life was terrifying, cruel, tragic even.  He had no idea how the fates of his two newest Symbionts would affect him and his, and when it came to Lord Megatron, his thoughts were still a jumbled mess.  But he still had Ravage, and Rumble, and Laserbeak.  And so long as the four of them were together, they would hold each other up, protect one-another, bring the safety of home with them wherever they went.

Soundwave wasn’t happy, but he felt that he might be able to be again, someday.  And for the moment, that was the best he could hope for.

 


	33. Traitorous Impulse

**Summary for the Chapter:**

> The war has been progressing well for the Decepticons. How long will it be before Lord Megatron puts an end to it?

The Vehicons were not quite the hit that the Insecticons had been, but it was a small price to pay for absolute loyalty.  Soundwave hadn’t even felt it when 0-F-Alpha and 0-G-Beta were spliced four ways to make the next generation of Vehicons.  Or the next.  Or the next.  And after their numbers were great enough to build armies, to send out to the frontlines, Soundwave didn’t even feel it when they died – at least not after the first three or four.  Those ones had been agony, leaving Soundwave hunched over his terminal, fingers wrapped around the sides until they were numb; he should have collapsed to the ground otherwise. 

But it got better.  Each death took a smaller toll on his spark than the last.  Each death killed his compassion for his newest Symbionts a little more than the last. They were a part of him, yes, but a very small and inconsequential part of him.  He couldn’t bear to see them in other way; he wouldn’t be able to take it.

Regardless of how Soundwave felt, however, it was clear that the Vehicon  _drones_  (it was easier to think of them that way) were now an intrinsic part of the Decepticon forces, as much as Seekers or EN+ were.  And their influence grew with each passing day.

“The Wreckers got the jump on us at the Vosian Highlands.  We lost fifty Vehicons, but only two soldiers.  Managed to take out two of  _them_  in return, through sheer numbers alone, and Wreckers ain't slouches,” was Bludgeon’s neutral report. 

“Good to see new faces at camp,” said Brawl, in his own report.  “They’re eager to get things right, though admittedly, they don’t make particularly good soldiers.  Dunno if that’s a reflection on  _you,_ or . . .” he trailed off, as he realized just who it was he was insulting.  “Well, I mean, at least they don’t take much fuel.  More for us, yeah?”  He laughed.  “Gotta keep the _real_ soldiers big and strong!”

“We have energon reserves for the first time in decades!” Swindle added gleefully, when it came time to give _his_ report.  “We’ve got a  _surplus_ , boss!  Let’s get some industry back on the table!  Innovation!  I see big things in the future of the Decepticons!”

And then there was Onslaught’s.  “You’re going to need to start upping the production on Vehicons.  We need to protect our refineries.  You can bet that’s what those dumb, starving Autobots are going to pursue next, and we do  _not_  want them getting their hands on one of these babies.  Starving them out is our best chance of winning this war.”

 “Vehicon production is up,” said Vortex, rolling his eyes behind his visor.  He'd gone back to the factory in Tarn to take over Airachnid's old job, and Scorponok's before her.  “But we need more energon.  Hurry up!  These machines ain’t gonna run themselves.  And that’s to say nothing of  _us_.  Look at me!  My plating isn’t  _nearly_  lustrous enough.”

But Deadlock’s report wasn’t incredibly optimistic.  “Supply lines have been rough.  They’ve started attacking our space ports, making it hard to deliver energon from our Trypticon refinery.  Oh yeah, and they’re going for the shuttles themselves.  I’ve lost two shuttles this month.  Can’t afford to lose any more.”

And then, of course, there was Starscream’s report, infuriating as ever. 

“I just thought you should know that we’ve been making good use of the Vehicons you’ve sent us.  Their reduced lifespans make them  _excellent_  test subjects.  We can’t check  _all_ of the long-term effects of our projects, of course, but enough appear to give us some idea of what to expect.  Did you know that EN+ creates an enlarged spark?  Isn’t that strange?  Maybe we could make your pets into  _real_  bots.”

Soundwave didn't let himself care about that.  The Vehicons were _tools,_ not Symbionts.  And that was that.  What _did_ strike a nerve was hearing Starscream gloating about such a thing despite his past reservations towards live and unwilling test subjects.  He was no doubt playing up the experiments to get at Soundwave, but the fact of the matter remained that Starscream was in charge at Trypticon.  Had he willingly approved this?  Was this change of heart long-coming, or had it been forced upon him?  It was a little strange to see him speaking so openly, so disrespectfully about such subjects regardless.

Of course, that wasn’t the  _only_  thing that was strange about Starscream. 

Every other bot that Soundwave had been in communication with these past years looked increasingly healthy with every call.  Before the introduction of EN+, they’d all been sallow, graying things.  Their optics had barely shone with any color, their biolights had remained dim, limbs appeared on the verge of falling off, gears crunched with each shift.  They had been dying, slowly starving to death, each and every one of them.  And now they were bright as they’d been at the start of the war.

Except for Starscream.

Soundwave had caught glimpses of Skywarp and Thundercracker, each looking strong and fit, but the best that could be said about  _Starscream_  was that he less-resembled a corpse than he had before.  His optics were still too dim, his plating cracked, paint chipping in places, in ways that appeared to be from malnutrition rather than physical trauma.  His frame was held as though each limb weighed an additional two tons, and Soundwave could hear the shrieking of rusting joints even through the inferior audio sensors of the terminal. 

Starscream was sick.  Weak.  Dying?   _Clearly_  not taking care of himself, at least.  And while nobody would have thought twice to see Soundwave in such a state, a proud mech like  _Starscream_  would be caught dead before letting others see him at anything less than perfectly polished, at least if his environment allowed.  What was wrong then?

“Now, I know what you’re thinking.  ‘Enlarged spark?’  Doesn’t that sound _dangerous_?  To which I say, ‘well, we haven’t seen anything negative come of it yet, but we’ll keep you posted.’”  The way he rushed through his words made it quite clear that he had no intention to discuss this topic further.  Perhaps there was still a sliver of morality left within him.

But of course, just because he was finished talking about the Vehicons, didn't mean he was done talking altogether.  After all, he wouldn’t be Starscream if he didn’t try to lord his relationship with Lord Megatron over Soundwave at every opportunity.  And that, at least, hadn’t changed.

“So, how  _is_  our dear master?  It’s been a minute since I’ve been down to chat."  Soundwave had no reply, and Starscream didn’t wait long for one.  “Oh, that’s right!  _You_ haven't seen him lately either.   _I_  hear he’s been avoiding you.  I don’t know what’s wrong with you  _this time_ , that he can’t stand the sight of you, but – well – it’s always  _something_ , isn’t it?”

Soundwave hung his head.  He knew that Starscream was  _trying_  to upset him.  It was practically what Starscream  _lived_  for!  And yet, he was right, wasn’t he?  His stupid coding was upsetting to Lord Megatron, and as a result, Lord Megatron had stopped coming to him.  Soundwave had seen him around once or twice, and the urge to fall prostrate and beg forgiveness had been overwhelming.  He’d refrained after their first encounter, if only because Lord Megatron had ordered him to show a little more dignity in his presence.

And, in truth, as much as he hated to admit it, Soundwave was avoiding Lord Megatron as well.  So long as they stayed away from each other, he could think clearly.   _Almost_.  He was nearly beginning to feel like a real person again, rather than a slave.

_That’s dangerous thinking, you know?_

And while the coding still screamed at him, it wasn’t quite so loud as it once had been.

He just needed to stay away from Lord Megatron, which shouldn't have been too difficult.  He was, incidentally, the source of most of Soundwave's suffering these days (when was he not?).  And yet, staying away hurt almost as much as getting close.  The coding wanted him to go to Lord Megatron, and somewhere deep down, he wanted to go too.  He missed their talks.  He missed lying with him, in his arms.  And yes, he even missed the interfacing. 

But he couldn’t risk it.  He couldn’t risk falling apart.  He couldn’t risk making a fool of himself – damaging their already broken relationship beyond repair. 

And so, he kept his distance.

“Primus Soundwave, when did you get so  _boring?_ ”  Starscream sighed, drumming his fingers against the terminal.  “Well, whatever.  If you want to talk business, we’ll talk business, though I’m afraid there’s not much more to report.”

“Production of EN+: down,” Soundwave commented, reading over this month's reports from Deadlock and Swindle.

“Ah, yes.  We’re not really sure why, to be honest.  The ship’s reactor just hasn’t been yielding as much for us since the Vehicons came up here.  Shockwave isn’t worried about it, however.”

“And Starscream?”

“Well,  _Starscream_  does what Starscream always does when something goes wrong,” he trailed off with a coy smile, for the first time showing life in his sullen optics.

{{ Starscream always does; what? }} Soundwave mimicked, rearranging the order of Starscream’s words to fit his needs.

“Blame Soundwave.”

~~~

It was amazing just how easily he was able to slip back into his old life.  His spark had been flayed, and his relationship with Lord Megatron, gutted; he’d have thought that would change his day-to-day living in  _some_  significant way.  But no.  He was back in isolation, sitting at his shiny, new terminal for years at a time, while the reports trickled in.  Lord Megatron had allowed Ravage and Rumble to remain with him for the time being, but otherwise, it was back to normal.

The war was progressing well.  After a few decades of Vehicon reinforcements compounded with the superior strength and firepower afforded by EN+, the Autobots held little more than Iacon proper.  Not that they weren’t still doing damage.

“We’ve lost Vos,” Dreadwing reported one day, his frame barely held together by numerous welds.  “They staged a full-on assault.  Omega Supreme and Sky Lynx, a troop of Wreckers, plus a few thousand forces.  We still outnumbered them.  But then they triggered the earthquake.  Our towers were toppled, landslides buried our ground troops, and many of theirs as well; fires broke out over the remains of the city – our _homeland_.  Vos is . . . it’s gone.”

Starscream had not been pleased about  _that_.  He’d left their own conversation haunted, hunched, holding back unsightly sobs.  Soundwave had seen Starscream hurt numerous times over the years, but he’d never seen him so broken as this.

And it wasn’t just Vos.  The same happened in Nyon, in Tarn, in Stanix and Polyhex too.  The Autobots fought dirty and desperately, destroying cities and scenery rather than allow the Decepticons to have it.  And in doing so, managed to take out two of the EN+-producing facilities.

“Where’s the energon?” Bludgeon snapped.  “We can’t function without energon, Soundwave.  The frag do you expect us to do, starve?”

Or:

“We’re dry over here; been feeding my guys  _normal_  energon,” Brawl griped.  “Do you know what that’s like, after what we had before?  We’re  _nothing_  with this heap of hot slag.  Get with the program, command!”

But:

“Trypticon station can’t produce enough energon to sustain us all,” Deadlock explained.  "And even if it could, it won’t.  Numbers have been in steady decline and no one can tell us  _why_.”

<< Best we can tell, Trypticon seems to be . . . this may sound strange, but it’s sabotaging  _itself_.  It might not be very _scientific_ , but _I_ suspect it took a liking to you, and is protesting your absence.  And the fact that the decline intensified after the arrival of the Vehicons makes me feel even more like this is the correct interpretation.  You're the problem, and Commander Starscream agrees.  Not that Lord Megatron would ever approve sending you up  _here_  again. >>  Forestock had  _that_  right at least.  And for once, he and Lord Megatron were in agreement.  Soundwave couldn’t face Trypticon after what he’d done.  Which, if Forestock was to be believed, only exacerbated their problems. There had to be a better way.

“We’ve become too reliant on the new stuff,” Swindle added in his own report.  Despite the shortage, he appeared healthy as ever; clearly it wasn’t  _that_  bad yet.  “Our consumption was already pressing the break-even point before; we’re using  _way_  more than we can supplement.  We’ll have to go back to rationing.”  He made a face at the thought, but quickly forced a winning smile back in.  “Well, let’s beat the Autobots before that point, yeah?”

Isolation and desperation were fueling Soundwave’s own experiments as well.  His ground bridge project had been on the back-burner for far too long, and it was time to change that.  The Autobots had already damaged the fuel supply; if they hit the ground bridge network too, then they may actually be able to turn around the Decepticon advantage.  It was dangerous to have the network so locally centered, and that was to say nothing of the intense energy consumption.  Transportation was the number one drain on their fuel reserves.  Soon enough, the Autobots wouldn’t even  _need_  to target Kaon in order to cripple Decepticon ease of movement.

But an idea had been forming in Soundwave’s head for a while now. 

On Trypticon, Shockwave had used him as a conduit through which to run communications and save on energy.  After all, a bot required less energon to function than a terminal did, especially a bot so efficient as Soundwave. 

But what if he translated that principle to apply to large scale communications –  _ground bridge_  communications?

At first, he’d used his cables – jacked one into the ground bridge terminal, the other into the gate, allowing the energy to run through himself.  Much to his relief, the Vehicon he’d sent through came out alive and well on the other side, and he'd barely noticed a dent in his personal fuel reserves; the ground bridge itself hadn't lost any at all.  It was very pleasing to witness.

But that wasn’t the end of it.

Reduced fuel cost was nice, but Soundwave still wanted what he'd always wanted: remote control.  He wanted to be able to hack into a ground bridge terminal from anywhere in the world, and use it freely.  He wanted to never again find himself cornered with no way out.  He wanted to never be trapped, disabled, held at the enemy’s mercy.  And he wanted to avoid fighting.  If he could pull off what he was going for, well, he would never again need relive the worst of his fears. 

And  _that_  was a goal worth fighting for.

Of course, remote control was much more difficult than running the connection through his cables.  Sheer determination kept him going, even after coming just shy of frying his processor twice, after overloading his circuits more times than he could count, after waking up time and again to his worried Symbionts looking down at him.

“You gotta stop this, Boss.  You’re gonna kill yourself.”

But Soundwave dismissed Ravage’s concern.  He’d get it right any day now; he was verging on a breakthrough.

And then one day, he succeeded.  Without physically connecting with any source, he was able to transport a Vehicon from District Three to District Seven.  True, he passed out afterward, but there was only up to go from there.

How unfortunate, then, that Lord Megatron was the one to find his body this time.

He came to, not on the ground, or even on a medical slab, but slumped over a warm, metal surface, moving, bouncing softly with each step Lord Megatron took.  Onlining his optical sensors revealed, not his Lord, but the hallway at his back, growing smaller with every step.  He’d been flung unceremoniously over Lord Megatron’s shoulder, and, judging by the signs on the walls, were currently en route to the med bay.  Which was the last place Soundwave wanted to be right now.

“Lord Megatron,” he began, static crackling in his long-disused voice.

Lord Megatron paused his progression, his grip on Soundwave’s waist tightening momentarily.  “Tell me, Soundwave, is it possible to go a few days around here without you attempting something profoundly stupid?”

The insult hurt, but not quite so much as his own lack of an answer.  The question sounded rhetorical, but a rhetorical question was still a question, and a question from Lord Megatron needed to be answered promptly.

“Remote ground bridge access: achieved.”

“And what, Soundwave, does  _that_  mean?  Am I going to keep finding you passed out on the floor?  Or perhaps I’ll come in one day and you’ll have no head at all.”

It wasn’t like that.  Lord Megatron  _had_  to understand what this meant for them!  What it meant to  _him_.  “Precautions: taken.  Project aborts if designated ‘safe’ parameters exceeded.”

“Your definition of ‘safe,’ is a bit skewed, isn’t it?”

“ . . . Affirmative.”  He answered the question, as his coding dictated, but he hadn’t missed the smile in Lord Megatron’s otherwise displeased voice.  Had that been a joke?  It had been decades since he’d heard anything of the sort from Lord Megatron.  Pit, it had been decades since he’d heard anything at all from Lord Megatron.  Maybe this was a sign of good things to come?

Or maybe not.  Lord Megatron settled back into bitter tolerance within seconds.  “The next time I find you on the floor like that, you won’t be getting back up again.  Do you understand?”

“ . . . Affirmative.”

“I don’t have the time or energy to take care of another load.  You’re dead weight, Soundwave.  Earn your place in our ranks, or die.  It’s your choice.”

It wasn’t really, but it would have been pointless to argue, even if it were _possible._ "Affirmative."

 _That_  triggered a frustrated hiss from Lord Megatron’s end, and a mumbled, “Don’t know why I expected any different.”

Indeed, perhaps it  _had_  been foolish.  Soundwave had long since grown used to his position as the Decepticon’s number one disappointment.  He couldn’t be what Lord Megatron needed him to be.  He could barely be what his Symbionts needed him to be.  What good was he?

They reached the med bay without any more words exchanged, and Lord Megatron dumped him roughly on the slab, leaving him alone with Hook, and a parting warning.  "Remember what I said.”  After that, there was nothing.

~~~

“Holy frag, Soundwave!  Tell command to get on it with that energon already!"  Bludgeon.

“We need more.  We need more.  We’re dying over here.”  Brawl.

“Y’know?  I bet they’re up there on Trypticon swimming in the stuff!  Taking it all for  _them_  and leaving us in the dust!   _That’s_  what they’re doing; mark my words!”  Swindle.

Most of the other reports were along those lines too.  The population had loved, grown to  _depend upon_  EN+, and now that it was in short supply, they were growing increasingly agitated.  Enough so that even  _Soundwave_  was getting nervous.

“They’ll take what we give and be grateful for it!  If not, then they never were _truly_  Decepticons in the first place.”  Lord Megatron, in poor spirits, as usual.  He was angry more often than not these days.  Soundwave had resumed in reporting to him directly after the mishap with the ground bridge, in an effort to prove to Lord Megatron that, yes, he was still pulling his weight around here.  But sometimes it was easier not to bother at all.

All he seemed to do lately was blame, criticize, and behave in a genuinely unpleasant manner.  Soundwave aside, most of his subordinates had taken to avoiding him.  Even  _Starscream_  was keeping his distance, which left Soundwave smugly satisfied.

_Let’s see you gloat now!_

Fate had a mean sense of humor.

“My presence has been requested back in Kaon.”

Oh.  Oh slag it all.  His life was already a royal mess.  Why not add Starscream's physical presence to his list of problems?  Though he could at least take some consolation in the fact that Starscream seemed equally displeased with this decision.  True, Soundwave hadn’t seen him particularly passionate, let alone pleased with  _anything_  since the destruction of Vos, but usually he expressed this apathy with a professional, neutral demeanor.  Today, his wings were twitching, and his mouth was set in a deep frown.  Also, the lengthy rant to follow gave it away.

“For  _centuries_  he’s kept me up here on Trypticon, to ‘keep Shockwave in line,’ and ‘because Thundercracker is just too important where he is.’  I hate it up here.  He  _knows_  I hate it up here!  I’m walking around inside of an  _actual_  demigod!  How is that not the most disturbing thing you’ve heard?  Least of after what happened to  _you_!  And you know, after all of the close, personal deaths I’ve witnessed up here?  I swear, if I had been  _you_ , he would’ve called me back in an instant!

“But  _no_!  ‘Stay up there until I call you, Starscream.’   _Centuries!_   I didn’t even get to fight for the protection of my homeland.  And now?  Now, when we actually  _need_  every hand we can get up here?  He calls me  _back_!  What do you think triggered that, hmm?  I swear to Primus below, if it has  _anything_  to do with  _you_ , I am going to kill you dead.  I don’t care  _what_  our beloved  _master_  has to say about it!”

And so on.  How comforting to know that, no matter their respective relationships with Lord Megatron at the time, he could always count on Starscream to hate him unconditionally.  Soundwave didn’t know why exactly Lord Megatron had summoned Starscream, least of all at such an integral time, but maybe it didn't have to be a bad thing?  Starscream could distract Lord Megatron from his disappointment in Soundwave, and Lord Megatron could distract Starscream from his need to inflict scathing abuses on Soundwave.  It was win-win.

Soundwave didn’t need Lord Megatron’s love anymore; he’d had more than his fill of it.  All he needed was enough time with a clear head to win the war.  That was all that mattered anymore.

~~~

Soundwave had made a mistake.  With no clear purpose behind Lord Megatron's decision, Soundwave had assumed that he desired Starscream’s presence to meet his physical and emotional needs for companionship.  In this assumption, he was not wrong.  However, in their centuries spent apart, Soundwave had forgotten just how damaging those two could be when left to their own devices.

“These reports are meaningless, Soundwave,” Lord Megatron snapped over the terminal.  “Two  _years_ , and all I hear is perfectly fueled-up mechs whining about Shockwave’s thrice-damned energon!  I don’t want to  _hear_  it anymore!”

The old Soundwave would have protested, would have reminded Lord Megatron that it was his duty to keep abreast of all issues that pertained to the Decepticons.  The current Soundwave didn’t even consider it.  He struggled to retain any degree of self in private.  In the presence of his lord and master?  It was all he could do not to fall to the floor groveling.  And _that_ was only because Lord Megatron disapproved of such behavior.

How infuriating, that the one thing he  _knew_  would make Lord Megatron happy, was the one thing this blasted coding would not allow him to do.

“’We need more EN+, we need more EN+’” he growled in a mocking voice.  “We have reserves!  There’s still plenty to go around.  We haven’t outpaced ourselves yet.  And the factory in Kaon is up and running.  They can quit complaining, or starve to death.  I don’t care either way.”

That would have been a concerning thing for their great and powerful leader to say, were Soundwave allowed to think in such ways.  He compromised by cocking his head, though the neutral action still took all of his willpower to manage.

“You disagree, Soundwave?  You think we should humor selfish, entitled little brats like that?”

“ . . . Negative.”

“I didn’t think so.  Now, unless you have something useful to say . . . ?”  He paused, offering Soundwave the opportunity to interject, but Soundwave had no words today.  He rarely did.  “Then I will be taking my leave.  Megatron out.”

The moment Lord Megatron’s visage vanished, Soundwave slumped forward, resting his weight against his terminal, allowing all of the forced formality, obedience, and tension that had consumed him moments prior to melt away.

He didn’t like the way that conversation had gone.  He didn’t like the way  _any_  of their conversations went these days.  Lord Megatron always seemed so on edge – angry, tired, selfish and immature.  The war was coming back to devour him, and Soundwave was helpless to do anything but enable the behavior.

“You can’t, but  _we_  can,” Ravage pointed out, slinking out of the shadows to wrap himself around Soundwave’s feet.  “Rumble and I could go exchange a few words . . .”

The memory of Rumble and Ravage’s last adversarial encounter with Lord Megatron put a quick end to  _that_  idea.

“Okay, so we don’t have to talk to the Big Boss.  We could talk to, I don’t know, _Starscream_  instead.”

A fat lot of good  _that_  would do.  As the only real force of internal criticism Lord Megatron had left, Starscream had been suffering his  _own_  fair share of abuses.

Not that his doubt kept them from trying.

“Nice face!” Rumble commented the next time Starscream was due for a report.  It wasn’t a nice face.  It was a heavily-dented face, missing half of its paint applications, lost to what had sounded like a high-speed collision with a door.

“They’re called  _battle scars_!” Starscream huffed.  “You wouldn’t be looking half-so pretty if you ever bothered to step away from Kaon.”

“You’ve been in Kaon too,” Ravage pointed out.

“Where I’ve been is none of your business!  What do you even  _want_?  As you’ve so kindly pointed out, I’m in Kaon.  I have nothing to say to you that you haven’t already sussed out with your pesky penchant for spying on your own allies.”

“It’s about Lord Megatron,” Rumble hastened to explain.  “Do you think he’s been, like, acting like a giant Protoform lately?  Tantrums everywhere.  Grumpy and selfish and just kinda terrible to be around?”

Starscream’s eyes narrowed.  “I’m not having this conversation with you.” 

The abruptness of his exit from the conversation was confirmation enough.  Megatron had fallen back into old habits – behaviors he hadn’t displayed since, what?  The infamous loss of Kaon?  Soundwave’s capture?

_But I realized far too late that you were the one keeping me grounded . . . I am better when I am with you._

Lord Megatron's words, uttered so long ago, now echoed in his mind, incessant and accusing.  Was this Soundwave’s fault then?  He couldn’t be around to keep Lord Megatron in line, so Lord Megatron had taken it upon himself to dive off the deep end?  Where would they wind up  _this_  time?  They were still in a decent enough position for now, but if Lord Megatron couldn’t remain fit to rule, the Autobots could easily step in and ruin everything all over again.  And on his current path, it wouldn’t be long before Lord Megatron made that decision.

Soundwave had just expected it to take a  _little_  longer.

“Decepticons,” he said, his face plastered across every vid screen in Kaon, and most across the empire as well.  “We have waited long enough.  We’ve expelled the Autobots from every polity on Cybertron, save one – where they all lie, huddled and cowering, waiting for us to weed out the last of them.  Iacon – their once-proud capital, lies in tatters, while Kaon stands tall.  We’ve stood wary of their fortifications, reinforcements, and ‘mystical’ artifacts for far too long.  They are weak, and we have proven ourselves mighty.  It is time to finish this once and for all – to end the war, and rebuild Cybertron in our image – the image of the downtrodden masses, who stood up to the hand of an oppressive Senate, and retook our world by nothing more than the power within us.

“This is it.  The final push.  We will take Iacon.  Victory is within our reach.  We need but reach out and seize it.”

And that was that.

Soundwave had nothing to say about the decision, though Onslaught called it ‘rash,’ Starscream, ‘suicidal,’ and Swindle, ‘ill-advised.’  Still, it was not without its praises.  There were plenty of mechs out there, particularly on the frontlines, who were relieved to find the end of the war in sight.  Four hundred years of fighting would finally pay off.  The Autobots would be wrested from power, and with them, the old ways – oligarchy, plutocracy: out.  Egalitarian meritocracy: in.  Once the war was over, so too would end their problems.  An easy shift of government, a quick revival of their dying planet – everything would be smooth sailing . . .

Eternal war was  _almost_  less scary.

Still, Soundwave was of the firm opinion that Lord Megatron’s decisions were none of his business.  He’d be hanging back from the safety of Kaon, as always, watching the carnage unfold on his monitor.  Right where he belonged. 

Which was why he found himself most confused when, a few days after Lord Megatron’s big announcement, with not a word of warning offered, Lord Megatron appeared at his front door, with a frown on his lips, and harsh commands in his voice.

“I want you in on this one.”

The shock nearly made him forget himself.  He didn’t want to leave his tower!  Bad things happened when he left his tower!  That was why Lord Megatron had promised him that he wouldn’t have to fight anymore!

Surely this was a test!  Lord Megatron was still trying to find weaknesses in this thrice-damned loyalty programming!  And Soundwave would fail, as he always did.  He didn’t need slave coding to be loyal; Lord Megatron had earned that all on his own.  He just wished that his head agreed, so that he could gather up the tattered remains of his life and relationship before it was too late.

But though his entire being protested, he knew what he would end up saying.

“Understood.”

The test was over; Soundwave had failed, and yet, Lord Megatron did not leave.  He stood in the doorway, silent, contemplative, furious, for a few seconds longer, then entered the room, allowing the door to slide shut behind him.

“Is that all, Soundwave?  ‘Affirmative?’  Surely you have something more to say about this?”

 _That_  was a trap, if ever Soundwave had heard one.  He wasn’t allowed to lie, he wasn’t allowed to disagree, and he wasn’t allowed silence.  It was a brutal and intentional blow; already Soundwave could feel his thoughts shorting out, washed away beneath the oncoming flood of feedback. 

Perhaps he’d been wrong.  This wasn’t a test.  Lord Megatron was in a foul temper, and he’d come to take his rage out on an easy target.  One he’d been turning a blind eye to for far too long.

“Soundwave . . . Lord Megatron . . .”  His voice cut out with a hiss of static, and Lord Megatron did nothing to put a stop to it.  He merely looked on, thoughtful, bitter. 

“No answer, Soundwave?  I’d have thought you’d protest.  I  _do_  so know how you hate fighting.”

Something was wrong.  Lord Megatron’s field was hitting him in sharp, erratic bursts – not the rapid, pulsating scream of anger, or the steady hum of disappointment.  Soundwave had never seen anything quite like it, didn’t know what emotion to name it.  But whatever had come over Lord Megatron, it was undoubtedly terrifying.  He longed to be anywhere else right now.

And worse, Lord Megatron was strolling closer, his casual movements standing counter to his uncontrolled inner turmoil.

“Funny, isn’t it?  Considering that’s how we met.  In a fight.  Some of our best memories were made in that coliseum, wouldn’t you agree?”  He was circling Soundwave now, like a buzzard.  Soundwave tried his hardest to follow Lord Megatron’s position, spinning with him.  Lord Megatron liked when Soundwave looked at him, didn’t he?

“. . . Affirmative?”

“And yet, after all we’ve been through, you turned your back on it!”  Soundwave heard the strike coming before Lord Megatron had even raised his arm; every instinct within him screamed at him to get out of the way – Lord Megatron was strong, and his own frame was light; taking a direct blow would be devastating.  And yet, though he should have, he didn’t.

His frame crumpled to the ground in an instant, his left shoulder, where he’d taken the attack, had collapsed, sending internal mechanisms inward, to press uncomfortably against his spark chamber, while external plating warped outward, snapping in places.  His entire left arm hung limp at his side, paralyzed.  It wasn’t the worst hit he’d ever sustained, but it was not easy to shake off.  Still, despite the pain that flared up within his body, he made no sound.

“Didn’t you, Soundwave?  You’re not a fighter anymore, are you Soundwave?  You gave up on that like the coward you are.  You turned your back on me, and on everything I loved about you.  You’re pathetic!”

The kick to his right side was not so strong as the first blow had been, but it was still enough to send him flying, sliding several feet after impact.  He didn’t want this!  He wanted to prove Lord Megatron wrong!  He wanted to defend himself.  He wanted to  _fight_! 

But all his processor would let him do was lie there and take it.  The pain wasn’t half so bad as the degradation.

“Fight back, damn you!”

It was an order!  He had permission!  He didn’t have to be Lord Megatron’s punching bag!  Oh happy day!

The next kick came, but this time, Soundwave was able to stop it, if only just.  He got his good arm up in time to block the worst of the blow, though it  _did_  still leave him sliding backwards beneath its force.  He needed to get back on his feet.  He was scrambling now, but Lord Megatron was already moving in for another strike.

“I’m sorry, was that supposed to be a  _block_?!”  Soundwave rolled out of the way just in time to avoid the full brunt of Lord Megatron’s wrath, but the way his frame protested his movements had nearly the same effect as a physical assault.  Frag, this hurt.

_Get back to your feet!_

“You’ve gotten sloppy, Soundwave!  Are you  _really_  the same mech who fought me to a draw?!  You  _can’t be!_ ”  Another swing, another miss, though this time, Soundwave managed to get his feet under him.

Just in time to leap away from Lord Megatron’s attempt to stomp him back into the ground.  Naturally, Lord Megatron was quick to give chase.

“Quit running away you coward!”  Soundwave’s feet stopped moving.  It was all he could do to throw up his arm again in time to block the next punch. 

_“FIGHT BACK!”_

He  _tried_.  Tried to fight, to follow the order, but every offensive action he attempted, right down to deploying his cables was blocked by his traitorous processor.

And his inaction only seemed to goad his opponent further.

He’d never seen Lord Megatron move so fast.  A flurry of punches boxed his movement, preventing any reaction other than forcing his one useable hand into blocking range.  Disabled as he was, it was a miracle that none managed to land home, though he was battered around a fair bit.  His arm, despite its fortifications, was beginning to dent under the prolonged assault.  Was Lord Megatron stronger than usual?

It was the next strike that did it – a blow that had been well-aimed, damaging an already open wound.  The gruesome crack was all Soundwave could perceive as a fracture ran down the length of his arm, sending a much-too-large chunk clattering to the ground.  Soundwave was quick to follow.

_Primus, it hurt._

“You’re not Soundwave.”  Megatron’s low growl pulled him back from the agony.  What did  _that_  mean?  “You may look like him, you may have his frame, but you are _not_ Soundwave!  This never would have happened to Soundwave!”  He threw himself to the ground, hoisting Soundwave up by his broken plating, and pulling him closer, to meet his eyes.  They were frantic, unfocused, as if he were desperately trying to find something familiar in Soundwave’s visor.  But the occasional flash of static aside, there was nothing to be found.

 “Whatever you are, get out of him!  Give him back to me!   _GIVE HIM BACK!_ ”  He shook Soundwave, again and again, as if doing so would somehow bring him back to his old self.  Soundwave wished it could.  He hated being like this, and he hated seeing Lord Megatron like this even more.

‘Lord’ Megatron.  How he hated thinking that.

“Master!”

And as if things couldn’t get any worse already.  Here was Starscream to kick him while he was down.

“Do you wish to join him, Starscream?  If not, I suggest you leave.” 

Starscream was selfish.  Starscream was a coward.  And he was already well-acquainted with Lord . . . with  _Megatron’s_  wrath ( _that wasn’t so hard, was it?_ ).  By all rights, he should have left.  Self-preservation would have dictated he do so.  Everything that made Starscream _Starscream_  dictated that he do so.  And that was to say nothing of the animosity he already held for Soundwave.

And yet, he didn’t budge.

“Are we making it a habit to utterly destroy  _all_  of our most loyal followers now?”

Lord Megatron looked toward the door, a murderous stare fixed on that slim Seeker.  Was Starscream regularly subject to these kinds of beatings?  How was he still functional?  His frame was just shy of  _delicate_!  Soundwave nearly felt a twinge of respect at that.

“Starscream, I am warning you.”

“And I am warning  _you_!  If you want us to have even the  _tiniest_  fraction of a chance at taking Iacon, we’re going to need our communications officer.  Alive.”

“You  _dare_  –“ Megatron released Soundwave, roughly.  It was only through a quick deployment of data cables that he was able to avoid hitting the floor and further damaging himself.  Lord Megatron was crawling to his feet now, but Starscream still had a few good seconds to make harsh taunts.

“I  _do_  dare!  I was waiting for you in the War Room.  You never came.   _Rumble_ had to come in and tell everybody what you were up to.  Well, I hope you’re happy!  You’ve wasted my time.  You’ve wasted everybody else’s time.  And it looks like you’ve just plain  _wasted_  poor Soundwave.”

Megatron staggered closer to Starscream.  His field was still flickering wildly, but its reach was not quite so broad as before.  He was far from calm, but perhaps the shame had won out?

“Rumble said that you want him to come with us to Iacon.  I knew you were mad before, but this?  Are – are you just  _trying_  to kill the best asset we have?  Do you  _want_ us to lose?”

“Enough, Starscream,” Lord Megatron growled, but there was little bite to it.  Emboldened, Starscream pressed on.

“Soundwave’s not a fighter; he’s a  _communications_  officer.  He hasn’t been in a legitimate battle since – since what?  Nyon, right?  That was the last time you dragged him out on the battlefield with you.  And we all know how  _that_  ended.”

“Starscream,” this time, there _was_ warning in his snarl.  Starscream’s wings bobbed nervously in response, and he shifted his weight, to better flee should he need to, but he kept going.

“O-or, is that what this is about?  You’re angry because you want Soundwave to be a warrior like you – don’t give me that look.  You’re always comparing the two of us.  ‘ _Soundwave_ ’ could’ve taken a hit like that.  ‘ _Soundwave’_  would fight back.  ‘Soundwave’ this and ‘Soundwave’ that.  Tell me, Master, do you even know Soundwave at all?”

And that was the killing blow.  Against all odds, Lord Megatron backed down.  "I know him better than _anyone_ ," he said, though the words were weak, uncertain.

"Knew, maybe.  But then he changed, didn't he?  We've _all_ changed.  It's a war.  We've all been through unspeakable horrors.  It's only natural that they'd shape us."  He was smiling now, wide and smug, and he stepped closer to Lord Megatron, his confidence spreading all throughout his frame.  "So why is it that _you_ get to change, but punish _us_ for doing the same?"

"That's enough!" Lord Megatron snapped, lunging forward to slap a startled Starscream into the wall.  It didn't sound like a particularly heavy blow to Soundwave's audials, but it was more than enough to scare Starscream into submission.

But he didn't press the issue.  Instead, Lord Megatron took a step back, and another, until he loomed in the doorway, uncertain eyes on his two closest followers.  Eventually, they came to settle on Starscream, still braced against the wall, like a frightened little Protoform.

"You've made your point.  Very well, Starscream.  You're right.  I was acting rashly, emotionally.  It was foolish."  And the words sounded true, as best Soundwave could tell.  But when his gaze shifted, when those blazing eyes settled on _him_ , all he could feel was pure, unbridled disgust.  "I will not force Soundwave to join us in Iacon."

Soundwave had never felt so thankful for Starscream's presence in his life.  And yet, at the same time, he was overcome with a sense of deep, overwhelming shame.  He shouldn't have been relying on _Starscream_ to save him.  He was _better_ than Starscream!  He _was_ a warrior; somewhere deep down, he knew that.  He just had to convince his brain module this was still true.

"I will, however, be requiring _Rumble's_ presence."

And just like that, the relief vanished.  What could Megatron _possibly_ want with Rumble?!

"That shrimp?  Master, is that really necessary?  Or are you just looking to kick your precious Soundwave while he's down?"

"Rumble is integral to my strategy," said Megatron, which, much to Soundwave's surprise, was the truth.  What could he have possibly needed _Rumble_ for?  "This is not up for debate.  Do I make myself understood?"

" . . . Affirmative."

"Good.  Then get back to work!"  And with that said, he spun on his heel and stomped off, leaving Soundwave alone in his room with _Starscream_ of all mechs.  Would that he _could_ simply get back to work.  But now Starscream was watching him – pushing himself from the wall, marching over to where Soundwave still lay, looking down at him with pity.  He wished that Lord Megatron had killed him to spare him this shame.

"'Get back to work,' he says.  You need a doctor.  Primus, I never imagined he'd lay into _you_ like that."

Soundwave ignored the observation, instead using his cables to help maneuver himself to his feet.  _Ignore Starscream.  Follow your orders._   His legs felt like mush as he forced himself to march across the room, back to his terminal.  To his endless irritation, Starscream followed.

"I wasn't joking about that, Soundwave.  You have no arms."  A minor irritation.

"Lord Megatron was out of line.  He never should have done that – not to you, and not to _me_."

Soundwave said nothing.  Maybe if he kept saying nothing, Starscream would take the hint and leave?

"He's trying to hurt us, you know?  Push us away.  Don't ask me why.  Maybe he hates himself?  Maybe he's just an idiot.  All I know is that it's intentional."

Why was he still here?  Soundwave jacked his cables into his terminal, but try as he might, he couldn't quite seem to connect to any feeds.  Between the lingering static in his head and Starscream's continued presence, he was thoroughly distracted.

"Which brings me to the point of my visit.  I want to talk to you about something."

_Ignore him._

"I know we've never really been friends.  Well, I mean, I've done nothing but extend the hand of friendship to you, but for some reason you just never seemed to bite." 

Soundwave could almost _taste_ the lies, they were so sleazy.  At last, Soundwave deigned to throw a glance Starscream's way.  A very angry glance.  And though the urge to give in to his dizziness was overwhelming, Soundwave firmly kept himself from stumbling.

"Well," Starscream laughed nervously, his eyes fixed on Soundwave's shattered arm, which still dripped energon.  "I'll save on the pleasantries for now.  Eventually you'll pass out, and I'll get Hook in here to fix you up.  But I'd like to discuss this before that happens.

"I think it's safe to say that the two of us are closer to Lord Megatron than anyone else.  I, as his faithful second in command, and you as his . . . well, whatever you are.  The point is, our positions give us a unique perspective on Lord Megatron's conditions, don't you think?  Not that you'd _need_ one to notice it."

  Soundwave shouldn't have been encouraging this.  He was Megatron's longest-serving and most faithful follower.  He _wanted_ to please Megatron, slave coding or no, through abuses and broken promises alike.  Lord Megatron was his life. 

And yet, his useless arms, wounded pride, scarred spark, and thousands of dead Symbionts urged him to listen to Starscream's treacherous words . . . Just this once.

"He's losing his mind, if he even had one to begin with.  Who knows.  Maybe _you_ know.  Maybe he wasn't always crazy.  But, well . . . our Lord Megatron is an excellent orator, and rather charismatic to boot, but he's – well, he's not really of sound mind.  He does a great job of rallying the troops, and bureaucracy?  He can do that okay.  But when it comes to actually making decisions of his own accord? 

"He's a poet, a romantic, a warrior.  He's all about guts and glory and pride and strength and grandiose schemes, dramatic gestures, and all manner of useless drivel.  He wants to be the one on the front line, mowing down the enemy, building his kill count.  And don't get me started on Optimus Prime."

{{ Don't; Optimus Prime.}}  At least the two could agree on that.  The Autobot leader was forbidden territory.

"Yes, but you and I?  We're realists.  _We_ both know that _that_ kind of thinking isn't going to help us win.  The opposite in fact.  Lord Megatron has _never_ been a good leader.  And now, he's growing less sane by the day.  He's become increasingly violent all around, but the fact that he's turned on _you_?  His shining beacon of hope and wisdom and _gag me_! 

"He was relying on you to keep him sane, and now that you can't do that, he's lost it.  He's no longer fit to be leader.  And that's why, I think it's time we dethrone him.  What do you say?"

 _Negative_!  Soundwave _wanted_ to decline.  His coding _screamed_ at him to do so.  But Starscream wasn't Lord Megatron; Soundwave wasn't obligated to answer any of his questions.  And so, he said nothing.  After all, what was there to say?

Starscream was right.  Logically, he knew that Starscream was right.  This war had long since ceased to be about the Decepticons fighting against the Autobots for what was just and right.  It was about Megatron and his vendetta against Optimus, and his pride, and his delusions of grandeur.  And yes, Optimus was just as bad, but this wasn't about him, was it?  Megatron could have tried for diplomacy.  Tried to put his money where his mouth was and actually do something to _protect_ the common Cybertronian.  But he hadn't.  And he wouldn't, until he'd well and truly beaten his one-time-soul mate, and all that had ever stood with him.  And in the meantime, everyone else would suffer, would cave to the whim of Lord Megatron's vanity.

Attacking Iacon was a terrible idea.  The Autobots had several spec ops units that had done much to weaken the Decepticon hold on their own territories, and Iacon was a natural fortress, protected by everything the Autobots had in their arsenal, which included who knew _how_ many ancient artifacts.  There simply wasn't enough intelligence to make the operation feasible.  But Megatron saw it as his shining moment of glory, and so they'd go.  And they would die.

And even without the unsound strategic war-decisions, Soundwave had long since lost his faith in Megatron.  He didn't know when it had happened.  If he tried, he could remember a time when Lord Megatron was his world, when he woke up in the  morning happy for the chance to bask in his presence, completely satisfied in the opportunity to serve him.  But then the war had happened, and Starscream had happened, and Trypticon had happened, and the Vehicons, and a million other events, some major, some insignificant, but slowly, over the centuries, they had dragged that most sacred of relationships down, chipped away fragments of it, until there was but a thin sliver of slave coding holding them together.  If it went away, would he even _want_ to follow Megatron at all?

Yes indeed.  Starscream was right.  Megatron _shouldn't_ have been the leader.  He'd had his chance, and he'd thrown it away, time and again and again.

And yet, despite everything, Soundwave couldn't let go.  Lord Megatron had hurt him, in ways no other mech could have even approached, and yet, Soundwave couldn't bring himself to hate him.  Pit, pleasing Lord Megatron was still what he lived for.  His spark beamed with pride at each job well done.  Was he willing to lose this?

His mind told him yes.

His spark, however, was not so easily convinced.  Damn the thing.

"Well," said Starscream, after a moment's silence.  "You need not answer now.  It's just a thought.  And who knows?  Maybe we'll actually win our upcoming battle, and all this subversive dialogue will have been for nothing. 

"How's this?  I'll ask again after we invade Iacon.  Give you some time to think it over.  I know it's got to be difficult in your current state."

Current state?  Oh yes.  His arms.  The energon wasn't flowing quite so violently now, but the damage was still quite pressing.  And the pressure on his spark alone was making it _far_ too difficult to remain upright.

"In the meantime, you have a nice nap.  I'll send Hook in for you.  Goodbye, my dearest rival."  He took a sweeping bow, and made his grand exit, cocky as ever – quite a change from the cowering weakling who had been beaten by Lord Megatron's lightest hand only minutes before.

Starscream certainly was a strange one.

And also someone to watch out for.  He was no fool.  He knew that Soundwave was loyal to Lord Megatron over all else.  Which meant, he was either desperate, or he had further schemes in store. 

Whatever the case, Soundwave didn't care to think about it right now.  He also didn't particularly care to remain standing.  It was of his own accord that he sat this time, leaning against his terminal, cables retracting neatly into their slots, and arms resting limply against the floor.  There was much to dwell on, yes, but right now, he needed Hook.

He placed the call, and even heard the Constructicon make his way over from the other side of the base.  And then, as he was teetering on the brink of stasis lock, as he could hear Hook climbing the stairs to his tower, striding down the hall, he realized.  He never _had_ followed Megatron's order.  He hadn't gotten back to work.  He'd disobeyed!

The realization hurt physically, but the pain paled in comparison to the rush of joy.  He had taken his first step towards freedom.  And maybe, towards redemption too?


	34. Iacon, Revisited

**Summary for the Chapter:**

> Megatron leads the Decepticons into one more ill-advised battle against the Autobots, this time, on their own territory. Could they possibly succeed?

**Notes for the Chapter:**

> I really hate that this took so long. Hoping the next one will be faster x.x

 “Bludgeon, there’s a group of Autobot troops three blocks north of you, lurking in the first alley on the left.  I’m counting nine bots.  You outnumber them but it would be best to not engage; divide your forces, keep their eyes on your main unit; have the others sneak around to the other side, and lob a grenade at them.”

“Yes Sir,” Bludgeon responded, albeit begrudgingly.  He was none-too-keen on taking orders from Onslaught, but if the Decepticons were going to be foolish enough to invade the most heavily-fortified base the Autobots kept, they were going to do it the smartest way they could manage.

They kept a handful of shuttles in orbit, to provide real-time images of the battle below, which was good.  Even better, however, was the much closer Laserbeak, directly patched into Soundwave’s processor, as he zipped through the sky, here, there, and everywhere, providing Soundwave with a clearer picture of the front line, and the ability to plan on both a wide and small scale.  Ravage and Rumble helped too, of course, but with his aerial vantage point, Laserbeak was indispensable.  Soundwave himself was stationed at a base several miles away from the battle of Iacon, along with Field Commander Onslaught, and a handful of medics, technicians, and other support crew.

Watching the live feed displayed on the monitors, Onslaught determined orders, and Soundwave relayed them to all relevant parties.

It wasn’t an ideal set up, least of all because Ravage, Rumble, and Laserbeak were out  _there_ , on the field, while Soundwave was back here, helpless to defend them should they need it, but it was the best they had at the moment.  And all things considered, they weren’t doing too poorly.

The battle had been raging for the better part of the day, half of Iacon was in ruins, and they’d lost a big chunk of their own forces, but even after all of that, the Decepticons were still fighting strong. 

It had begun with the arches.  They had served as Iacon’s primary fortification, a holdover from a time before the war.  Soundwave remembered them – the horrid things that forcibly prevented lower caste mechs from entering certain districts.  At some point, the Autobots had reactivated them, reprogrammed them, and spread them around key locations, to keep the Decepticons out.  Blasterfire could not hurt them, and Soundwave had been unable to get his communication signals past them for any sustained length of time; bridging in was impossible.  Instead, Megatron had taken a page from the Autobot attack on Vos; he’d ordered Rumble to knock them over.

It had worked.  Rumble had managed to generate an earthquake powerful enough to damage the first arch, and the moment that was down, the Decepticons poured through in droves.  But though they were in the city, they didn’t have full run of the place.  Gates were located between districts, and even though the first was down, there was plenty of work left for Rumble to do.  Right now, he and a small band of frontliners were scouring their way across the city, forcing down gates, and unlocking new locations.  And, unbeknownst to them, Ravage was close behind.

“I’m going in too boss.  I gotta make sure Rumble stays safe.”  Was what he had said.  Soundwave didn’t want either of them going, but at least this way, Rumble wouldn’t have to be alone.  The thought of him potentially dying by himself in the middle of a chaotic battlefield, one more nameless casualty of war hurt Soundwave too much to think about.  Rumble didn’t deserve that.  None of them did.

Hours had passed, and Soundwave had remained at his makeshift terminal through it all, watching the battle unfold through the eyes of his Symbionts – watching Megatron foolishly lead his small unit of infantry soldiers into close range against the Autobot frontliners, taking much unnecessary damage, and losing a number of bots in the process.  He watched Brawl’s unit form a barricade around the entrance to district four, raining fire down upon all who approached as the back lines picked off the Autobots trapped in their territory.  He watched Autobot sanctuaries demolished by Blast Off’s orbital strikes, and the steady streams of bombs deployed by Starscream’s Seekers.

But the Autobots gave as good as they got.  Anti-aerial cannons devastated the Seeker squadrons – Acid Storm’s unit fell, Sunstorm’s, Nova Storm's; Autobots in warships flew high into the atmosphere to fend off the orbital strikes; Astrotrain fell, spiraling straight onto the battlefield, leaving a colossal crater of bodies in his wake.  And of course, it wasn’t long until they summoned the usual heavy hitters – the ancient, mystical guardian, Omega Supreme, actual Predacon, Sky Lynx, and their usual Combiner, Superion, each wreaking havoc upon the Decepticon forces, wiping out armies of Vehicon soldiers in a matter of minutes.

The Decepticons responded with Devastator, who immediately locked himself in combat with Omega Supreme.  To deal with the others, several squadrons of Seekers split off, diverted from their strafing to instead fight two superior aerial foes.  And that wasn’t even the worst of it.

From their headquarters in the Hall of Records, the Autobots sent out their newest giant.  It called itself Defensor – yet another gestalt warrior.  Soundwave didn’t know where they’d gotten the energon for such an undertaking, but it hardly mattered  _now_.  Defensor, unlike his counterparts, did not leap into battle, but rather, raised his hands into the air, and manifested an impenetrable force field upon the battle.   The Decepticons were locked out of the inner Iaconian districts – one, two, three, and the Crystal City, which wouldn’t much help them win the battle.  Defensor needed to go . . . somehow.

“They’re overwhelmed,” Onslaught said, not into his comm, but to Soundwave.  “There are too many of them.  Devastator’s got his hands full, and we’ve already lost more Seekers than we can afford to.  We can’t win this; not as we are.”

It seemed as though he was waiting for Soundwave to say something, but Soundwave was drawing a blank.  He was stressed enough as it was, without someone reminding him that their ill-conceived invasion was going about as well as anticipated.  Onslaught, however, took his silence as an excuse to keep on rambling.

“Let us form Bruticus.”

Soundwave considered it.

Bruticus was untested in battle.  Pit, he was barely tested at  _all._   The illegitimate manner of his creation had left Megatron furious with the Combaticons, and the colossal failure that was Menasor, combined with the fuel crisis, had quelled Megatron’s interest in Combiner technology.  Bruticus’s components had spent most of the war scattered to separate corners of the planet.  Sending them into battle now would most likely result in his death.

However, Onslaught was right.  The Decepticon troops were overwhelmed as it was, without factoring in  _four_  enemy mechs, each with the power of one  _hundred_ mechs.  And the fact that most Vehicon soldiers went down at the slightest hint of damage and couldn’t shoot straight to save their lives, meant that their superior numbers meant very little. 

And then there were Defensor’s actions to dissect as well.  The Autobots hadn’t been particularly overwhelmed when they sent him out, and he hadn’t joined the battle.  He was just standing there, protecting parts of the city.  Why?

Maybe if he hacked their comms, he’d know?

“The Autobots are up to something; something that can’t be interrupted,” said Onslaught, as though reading Soundwave’s thoughts.  “We don’t have enough intel to say for certain . . .”  My, how bitter he sounded, “but given what I know of Iacon, the chances of it being some kind of ancient super weapon are not low.  It could be another Omega Supreme, or worse, the spark extractor.”

_Or a Titan . . ._

_That_  was a terrifying thought, wasn’t it?  And Lord Megatron and his Symbionts were all down there, ripe for the slaughter.  Onslaught was right.  They needed reinforcements, and they needed them badly.  Bruticus could amplify the power of five mechs to that of one hundred.  It was either that, or senselessly waste time and lives until Lord Megatron called his inevitable retreat.

“Request: approved.”  Soundwave turned back to the terminal, activating the comms for Blast Off and Brawl on the battlefield, and for Swindle and Vortex back on base.  “Combaticons: new directive.  Form Bruticus.  Enter ground bridge in five seconds . . . four . . . three . . .”

He opened, first a ground bridge to Blast Off’s coordinates in the stratosphere, sending him to a sheltered location on the edge of the battlefield, before doing the same for Brawl.  Onslaught and the others came next, without so much as a word of thanks spared.

He hoped he wasn’t making a major mistake.

_Remember what happens when you make decisions on your own?_

That was the poisonous voice of the coding; he’d gotten better at recognizing it of late, at least when he wasn’t in the presence of Lord Megatron.  He didn’t have to listen to it.  It would be worse all around if he didn’t make a decision.  He would just have to trust Onslaught to get them out of this.

And wasn’t  _that_  an even  _more_  terrifying thought?

The Combaticons were beyond his sight for the moment; he’d deal with them if he had to.  In the meantime, it fell upon him to give the commands . . .

Hacking the Autobot comms was child’s play in comparison.

 _"Are you sure you can hold up, Defensor?"_   A young, vulnerable voice asked through the comm unit.

 _"Defensor must remain strong,"_ came the heavy, harmonic reply of a Combiner.  So  _that_  was Defensor.

It was a different Autobot to reply.  Ratchet, if Soundwave was correctly remembering the voice.   _"Optimus, I advise you to hurry, I'm not sure how much longer he'll be able to maintain this shield."_

 _"I am on it."_ And  _there_.  There was the wretched voice of Optimus Prime, still as loathsome as the last time he'd heard it, albeit even  _more_  wise and ancient-sounding. 

 _"I sure hope you know what you're doing, my mech."_   And  _that_  was unmistakably Jazz.  Soundwave wasn't going to forget  _him_  again.  Not after their last encounter.  That one was a dangerous mech.

There was other chatter in his head as well, battle plans from both the Decepticons and Autobots alike (and he definitely took advantage of the latter to provide new strategies for the former), but none of it stayed with him quite so much as this.  His hunch had been right.  The Autobots were planning something – or  _Optimus_  was planning something, and the rest of the Autobots were blindly following his whims on faith alone. 

 _That_  didn't bode well.  The Titan theory was beginning to look more legitimate.

But there wasn't much time for dread.  From Laserbeak's vision this time, he at last saw Bruticus rampaging his way across the battlefield.  Soundwave had never seen him in action before, and as far as first impressions went, bounding high into the air to rip out Superion's chest, slam him into a tower, and individually squeeze the life from each of his arms was  _quite_  impressive.

And honestly, a little frightening.  Soundwave found himself wondering whether Megatron had kept this guy divided for so long, not because he wanted to punish the Combaticons, but because he legitimately  _feared_  him.  Soundwave wouldn't blame him if he did.

With Superion down and out, Bruticus was already on the move, charging across the field to join the now one-armed Devastator in the fight against Omega Supreme.  With any luck, they'd finally get this beast out of the way.  And now that the Seekers didn't have to divide their attention between Sky Lynx and Superion both, they were able to focus their fire on taking out the former.  There were even enough leftover squadrons to warrant issuing new orders.

" _Air Commander Starscream; Observation: Autobot Combiner, Designation: Defensor: protecting Autobot base from Decepticon attack; however, Defensor: weakening.  Recommendation: bombard with missile barrage."_

 _"Understood.  Seeker units Green, Gold, and Silver: divert course to the new Autobot Combiner for a sustained aerial strike!"_ It was surprising.  Soundwave had half-expected Starscream to fight him, to protest that  _he_  didn't take orders from Soundwave, but it seemed that even Starscream knew when to take the advice he was given. 

Three units of Seekers didn't seem like much, but they made their attacks count.  Missile after missile after missile struck Defensor's barrier, while the mech beneath tried to maintain it with increasing difficulty.  Already, he'd been brought to his knees, his left hand seemed to have developed an extensive fracture through it, and his right was beginning to crumble, but still, he held on.

And oh, did the Autobots do everything in their power to stop them.

_"Warning: Autobot forces: attention diverted into protecting Defensor.  Recommendation: Decepticons: use distraction to advantage.  Protect Seeker strike force.  Priority: destroy Defensor."_

Not even Megatron saw fit to protest the orders.  The Decepticon forces took the opportunity to gang up on an enemy whose attention had been divided.  Autobot troopers fell by the unit, and with Soundwave's guidance, they were able to make each attack count.  But all was not well.

 _"Defensor: failing.  Optimus Prime, hurry,"_ the great creature's strained voice echoed over the Autobot comms.

" _Hold on, buddy,"_ Jazz replied,  _"Help is on its way!"_

 _"Where's Optimus off to now?"_ said a different voice, one Soundwave barely recognized.

 _"No can say, Ironhide.  It's one of them Prime spirit journeys of his"_ Jazz again.

_"Well tell him to hurry it up and get his sorry aft back on the field!  The Cons are killin’ us out here!"_

_"Can't rush these things, my mech – wait, what was that?"_

The Autobot comms went dead, which was ominous.  He hadn't felt anyone discover his presence; he couldn't have been kicked out.  But what then?  Surely they hadn't disabled their own communications, least of all without saying anything.  And Jazz had sounded as confused as Soundwave was.  Something was going on behind that barrier, and Soundwave didn't like it one bit.

He had exactly five seconds to worry over it, before Defensor's barrier shattered, sending the great behemoth toppling to the ground, as Seeker missiles continued to rain down on him from above.  There was no doubt in Soundwave's mind that the Autobots' newest Combiner, and most likely all of his components, were dead. 

Not that it would matter, if they were doing what he suspected they were.

 _"Woo hoo!  Take_ that _Autobot scum!"_ some Decepticon soldier cheered over the comms, and he was not alone.  Decepticon communications had filled with chatter, messages of triumph, boasts, and requests for further orders, from the squad leaders at least.

But Soundwave didn't have the chance to provide them with any.  There was a high-pitched ringing within his audials, drowning out all Decepticons communications, though whether it was from the comms, or his own system was impossible to discern.  However, when he lost contact with Laserbeak, Ravage, and Rumble all simultaneously, he knew that something was very wrong indeed. 

Whatever had happened to Autobot communications had likely been blocked by Defensor's barrier, and now that the barrier was down, it seemed to be hitting Decepticon communications as well.  This was perhaps the worst thing that could have happened to them at the moment. 

Without their commlinks, they'd be wandering aimlessly, on their own.  Mass strategy would be difficult, if not impossible, and as this was the Autobots' territory, all advantages the Decepticons may have held would have been subsequently wiped out. 

And worst of all, Ravage, Rumble, and Laserbeak were down there, all alone, and Soundwave could do nothing to help them!  It was maddening!  Here he was, on this stupid base, miles away, while everyone he cared about fought and died, and his spark had been so mangled by the Vehicons, that he couldn't even  _feel_  his own Symbionts.  He needed to feel them!  He needed to know they were all right!  He needed to get closer!

Being stuck on the base was useless.  He couldn’t give orders.  He couldn’t do anything but panic, and that would do  _nobody_  any good.  But he didn’t have to be useless.  He could go in there.  Join the fray, just as Lord Megatron had insisted he do in the first place.

_Do it.  Lord Megatron wants you to fight.  Fight._

Soundwave didn’t want to fight.  He’d gotten very good at not fighting.  He belonged in his tower anyway, away from combat.  What if he was captured again?  What if the Autobots used his Symbionts against him?  What if he was severely injured?  What if he  _died_?  He  _needed_ to stay here!  The Decepticons wouldn’t survive without him.

. . . 

But they were scarcely surviving  _with_  him, regardless.  And if Optimus succeeded in raising that legendary Titan, the one Trypticon had warned him of, just as Soundwave feared he would, everything would be over for the Decepticons.  He couldn’t even  _warn_  his comrades, with the communications disabled as they were.  And while there were alternatives – he could try and approach Lord Megatron, find a way to get  _him_  involved, there simply wasn’t time for error.  If he was going to do this, he had to do it  _now_.

But what of the gates?  Optimus Prime was surely in the Crystal City, and Rumble hadn’t toppled  _that_  one yet.  Even if he  _did_  go, he wouldn’t be able to get in!

Then again, if something was interfering with the comm systems, then perhaps the scanners on the gates – that discerned Autobot commlinks from Decepticon would be rendered inoperational.  And even if they  _were_  in effect, Soundwave was already in.  He  _had_  the Autobot comm frequencies.  Disguising himself to get past a few measly gates would take a single thought.  There was no reason he  _couldn’t_  go in there.

In the end, the combination of his Carrier protocols and loyalty programming won out.  He left orders for the base, should the worst come to pass, but it was without doubt nor guilt that he opened up the ground bridge and stepped out onto the battlefield, at the exact coordinates of Optimus Prime’s most recent comm.

The Autobots were surprised to see him.  There were three in the cathedral he found himself in (was this the Grand Oratory?).  Two, he recognized as Jazz and Ratchet, and a third that he did not know – smaller, younger, a scout with a bright yellow coat of paint.  Not particularly dangerous by comparison.

He only had moments to even the odds.  It was clear that the Autobots had expected an ally to emerge from the ground bridge.  That moment of hesitation on their part gave him the advantage.  His cables shot out, one latching onto Ratchet, and filling him with a high voltage electrical current, while the other made to do the same to Jazz.  Ratchet dropped in an instant, but Jazz was too fast.  He was already leaping in for his own attack.

“Bee, get outta here!” he commanded, leaping over a cable and moving in close, to land a heavy blow to Soundwave’s midsection.  Soundwave went flying backward beneath the force; this was familiar – he knew this! 

Flight protocols jumped in, keeping Soundwave airborne for longer than Jazz had anticipated.  He undershot his next attack, and Soundwave used the miss to make a swipe for the agile little bastard with a sharp arm.  Despite his misstep, Jazz was still too fast, and backed away, out of range.  Not even seconds later, he was flying back in, providing a relentless assault that Soundwave could only defend against.

He was wasting time.  Whether or not he could defeat Jazz was debatable, but defeating Jazz in the limited time span in which he had to work was much less certain.  He needed Jazz down, and he needed him to stay down.  If only he could get the squirrelly guy to sit still long enough to get his cables on him. 

. . .

Or maybe he didn’t have to.

Soundwave allowed one of Jazz’s blows against his arms to send him flying, again using his flight coding to get maximum distance.  But this time, when Jazz moved back in, Soundwave was ready for him.  The portal opened directly in front of Soundwave, and Jazz had gained too much momentum to avoid it.  He found himself deposited right into Soundwave’s waiting data cable, taking the full brunt of its electrical force; Jazz was down in an instant.

He risked one more jolt for good measure; then it was just him and the little one.  The brave, foolish  _child_  was standing between Soundwave and the door that Optimus Prime had almost certainly disappeared through.

“I-I won’t let you get by me!”  His bravery was too much a nuisance to be admirable.  Soundwave kept right on advancing, unbothered by the kid’s weak attempt at bravado.  Two shots from his blaster bounced harmlessly off Soundwave’s arms.  He was used to taking hits from bots of Lord Megatron’s class; half-charged blasterfire from a standard issue gun were nothing to him. 

The closer Soundwave crept, the more frantic the kid’s shots became until, at only steps away, he gave up on the weapon altogether and charged.  A quick input of coordinates to his distant terminal, and a ground bridge opened up right in front of him.  Like Jazz before him, the kid fell through, but unlike Jazz, Soundwave didn’t care enough to decommission him.  The kid was somewhere else on the battlefield; it didn’t matter where.  All that mattered was Soundwave, getting to Optimus Prime before he finished whatever it was he was trying to do. 

Comm lines were still down, and Soundwave had yet to figure out why.  An ordinary communications jammer would have blocked all signals, but in order to use the ground bridge, he’d needed to access his off-site terminal, and he’d accomplished  _that_  with no difficulty.  What then?  Were he a less logical mech, he would have described the situation as ‘magical.’

And maybe there was something to that?

Soundwave was no romantic, but his eyes had been opened over the years, to the existence of things which he once thought fiction.  Primus was real, as were the Thirteen, the power of the Matrix, and the ability of the Prime to perform downright supernatural feats.  Whatever was happening now may well be in the same vein.  Pit, if his theory was correct, then there was a legitimate connection to be found there.

The feedback in the air was disrupting communications that operated on the same frequency as the commlinks, but had no effect on the ground bridge network, which operated on a different frequency; that was all.  But that did nothing to tell him the reason for the feedback in the first place.  Though again, he could infer.  The high-pitched ring of the interference wasn’t foreign to him.  He’d heard it before, or at least, something like it, centuries ago, at Zeta Prime’s death.

If Optimus was to believed, it was the sound of . . . he didn’t know.  The Matrix?  The voice of Primus?  Whatever it was, it was very mystical and definitely related to the Primes, which didn’t do anything to dispel his current, terrifying theory. 

Running wasn’t getting him there fast enough.  Instead, he transformed to alt mode, hoping against hope that the corridor remained wide enough for his wingspan.

In the end, it turned out the size of the halls was not the problem

The innermost corridors of Oratory were a twisting, turning maze, forks leading to forks, leading to halls of doorways that opened in more directions than should have been physically possible.  A bot could easily get lost in these identical hallways, never to find his way out.  But Soundwave had the noise to guide him, the same noise that Optimus Prime himself was following.

It wasn’t a perfect solution, but it did minimize the number of wrong turns taken, helped him fly through the corridors with speed and precision, until it was no longer the ‘voice of Primus,’ as it were, that was guiding him.  He had something far more tangible now.

“I do not understand what it is you want of me.”

That was the wise, melodic voice of Optimus Prime once more.  He’d done it!  He’d found his way in!

There was no vocal reply to the statement, but Soundwave doubted very much that there would be.  And indeed, after a long pause, Optimus continued on his own.

“You are asking much of me.  What you offer – I am grateful for it, but I fear, what of my own comrades?  Will they not fall victim as well?”

Now  _that_  sounded ominous.  There was no time to dally.  Optimus had to be stopped before he could finish his dealings with that  _thing_!

“I understand.  You promise me you will do everything in your power to keep them safe?”

. . .

“Then I –“

Optimus didn’t have a chance to finish.  The doors to the sanctum were blown open by a photon blaster, and in flew Soundwave, transforming at 250 kliks per cycle to collide full-on with the Prime, knocking the both of them to the ground.

“No!”

The collision had left his head spinning, his frame aching, but there was no time to linger in the pain.  His cables shot out, to cover the remote distance between the two, already brimming with electricity, and heedless of the fact that, as this range, Soundwave would fall prey to his own attack as well.  His own welfare didn’t matter, so long as he could protect the Decepticons from Optimus.

But his frame was lagging, his cables couldn’t get quite the grip they needed, and Optimus, with his sturdier frame-type, had done a better job of recovering from the impact.  He shoved Soundwave away, leaving his data cables to spark harmlessly into the air. 

Frag it all.

“Soundwave, I am giving you one chance.   _Leave_.”

Why did the fool bother?  Soundwave would not be mollified by mere words.  He sent his cables rushing in again, but stopped them just beyond the Prime’s reach, allowing them to circle the air, in search of an opening.  Optimus didn’t move to attack, though his eyes were straining to follow the paths of both cables, ready for the inevitable blow.

And that was when Soundwave shot him. 

He didn’t have the most powerful of blasters, but the surprise attack was enough to knock the Prime back, giving him the opening he needed to make contact with a cable.  This time, he  _did_  manage to fill the Prime’s frame with electricity.  With a strangled scream, Optimus collapsed to the ground, leaving him prone for Soundwave to attack again, and a third time for good measure.

Or that had been the intent.

The connection had been made, and though Optimus should have had no control over his movements with so much electricity coursing through his frame, it didn’t seem like he’d received the memo.  His hand grabbed onto the cable connected with his chest, and squeezed, as hard as he could.

The delicate mechanisms crumpled effortlessly in his grasp, cutting off the electricity, and leaving Soundwave stumbling, a high-pitched whine escaping his vocaliser.  They  _always_  went for the cables.  But Soundwave wasn’t ready to repeat their previous battle.  He steeled his tanks, raised his blaster, and shot the captured limb off, halfway down the line.

It was agonizing, yes, but he’d suffered worse over the years.  And while the fight was doing no favors for his body, his mind was having quite a different reaction. 

He was in battle.   _This_  was where he belonged, where he loved to be!  Primus, how he’d missed this!  Losing limbs, and taking others’ in return.  Speaking of, with Optimus horrified by Soundwave’s grisly action, he took the opportunity to get his remaining cable wrapped around the joints of the Prime’s free arm; he squeezed, and he pulled, and in an instant, it had come right off. 

Again, Optimus was shocked, staring at his newly-appropriated appendage with a moment’s awe, but the calmness in his spark didn’t quite seem to match the circumstances.

_I took your arm!  What more does it take to faze you?!_

“Stop this, Soundwave!  I am not here to fight you.”

Soundwave retracted his cable back to himself, but he was far from ready to concede.  It was clear that his cables weren’t as effective as he’d hoped, and his ranged weapons were useless.  He’d need to get in close, if he wanted to defeat Optimus.  But Optimus was stronger than him.  Was close where he wanted to be?  He considered his options.

Optimus seemed to read his inaction as an invitation to explain himself.  It was always grating to listen to his paltry attempts at bargaining with a mech who did not, and  _could_  not ever like him, but if it kept the Prime from raising a Titan, Soundwave would concede it.

Maybe he could get his remaining cable around Optimus’s ankle; trip him up.  Would that work?  What was the chance of success on such a maneuver?  Thirty-three percent?

“I . . . I am sorry.”

Soundwave paused in his calculations to fix Optimus with a confused stare.  What did  _that_  mean?

“I misunderstood you, Soundwave.”  Understatement.  “It seems that, seeing the way you interacted with Megatron, with your Symbionts, with everyone, that I mistook apathy for compassion.”  Apathy?  “And while you are no doubt observant, it was my mistake in thinking that you would turn your back on Megatron, despite the evidence of his madness.”  Well, yes.  It was indeed, a big mistake on Optimus’s part.  Maybe he could take the other arm?  Sixteen percent chance of success?  Maybe not.

“There was once a time when I thought us friends, if you’d believe it.”

Soundwave believed it; he’d known it for a long time now, not that he understood it in the slightest.  He had never treated Optimus, or Orion before him, with anything more than contempt.  How had Optimus seen friendship in loathing?

“We had much in common, Soundwave.  We were both quiet, intellectually inclined, poor at expressing ourselves, yet so good at serving as the mouthpiece for another’s passions.  We both – we both cared for Megatron – the ever unreachable Megatron,” he cast his eyes downward with a wistful smile.  “I saw within you, a kindred spirit.  I saw you suffer, saw how Megatron hurt you with his inattention, and I wanted to help.  More than anything, I wanted to see you happy – I thought perhaps, it would make me happy too.  But I was wrong, wasn’t I?

“You’re a deeply disturbed individual, Soundwave.  I know that terrible things were done to you, I know how hard it is to overcome your origins, but, I also know that you are accountable for your own actions; you’re nobody’s pawn, nobody’s fool.”  Would that he was right.  “You can clearly see what Megatron is doing, you know what kind of person he truly is, and yet you still follow him.  I’ve given you every opportunity to escape, and yet you continue to follow him.  You would follow him into the Pit, if that is where it led.  And I cannot understand  _why_.  Why do you stay with him when he commits such atrocities, when he hurts you, when he makes clear that you are  _nothing_  to him?  Why?”

Something wasn’t right here.  Optimus was being far chattier than his usual self.  They were in the middle of a battle.  Soundwave was free to cut in at any moment with another blow.  And moments prior, Optimus had been trying to raise his Titan friend.  If time was of the essence for the both of them, why was  _he_  wasting it?

Soundwave leapt back in, diving low, aiming for Optimus’s legs, taking a swipe in an effort to knock him off his feet.  He could hear Optimus shifting, preparing to take a step back, preparing to swing down.  He stopped himself short, hitting the ground and preemptively spinning away from Optimus’s counter.

Before he’d even regained his footing, he was striking again, and again and again, in a flurry of blows that Optimus had no choice but to dodge.  Soundwave had never been a fan of fighting offensively, but if Optimus had been stalling for time, then it was clear he needed to end this now.

But despite his vigor, his fury, despite Optimus’s inability to land even a single blow, it wasn’t enough.  He could already hear the world shifting around him, coming to life, much as Trypticon had before.  And he could hear words taking shape in his head.

_“Just a little longer, Optimus Prime.  I am coming.”_

Soundwave was out of time.  Whatever Optimus had been doing with the Titan, it was clear that Soundwave’s interruption had done little to hinder it.  Perhaps the Prime’s presence alone was enough to trigger the awakening?  Or perhaps they’d been communicating telepathically?  Was there any way to interrupt the summoning at all? 

The Titan had wanted Optimus in this room for a reason.  Maybe, if Soundwave was able to get him out of the room, he would still have a chance to save the battle.

He charged, and as predicted, Optimus retreated – right into a ground bridge portal Soundwave had opened at his back.  Both fell through, out of the inner sanctum, and into the open air, somewhere in the middle of the city, approximately the same coordinates to which he’d transported Bumblebee.  There was no one around.

“No!” Optimus threw Soundwave from atop him with a surprising force of strength.  It was like taking a blow from Megatron.  And it didn’t stop there.

It hadn’t taken Optimus long to figure out what Soundwave had done, and it seemed he’d taken an equally short amount of time to determine that, if he wanted to raise his Titan, he needed to get Soundwave out of the picture.  Already, the Prime had transformed his arm into a blaster, and was primed to fire, short distance, at Soundwave’s prone form

He was lucky that some seventy percent of his surface area was those reinforced arms of his.  The metal of the hit appendage warped and melted beneath blast after blast, as Soundwave tried, and failed to get back on his feet.  Each shot that connected would throw him back down; it was all he could do to guard.  And with his arm giving way a little more with each successive shot, it wouldn’t be too long before Optimus hit something that would do legitimate damage.

And worse, though Soundwave was pinned to the ground beneath the steady stream of blasterfire, Optimus had no such limitation.  He was back up, and moving closer, and fast.  And Soundwave had no more tricks.  He was tired, and most distressingly, his movements had grown sluggish.  What had happened?  He’d been doing all right before. 

_Personal energon reserves: 36%._

Of course.  Using his own frame to remotely relay ground bridge communications was more efficient than using a handheld remote control, or even the terminal itself at close range, but it was hell on his frame.  A few more portals, and he would deplete his reserves altogether.  He’d have to use them sparingly.

Another trick.  He needed another trick.  Optimus had blown a hole straight through his first arm, and his second was falling fast.

He needed a clue.  A distraction.  Surely Optimus Prime, the great softspark, could be sent after another Autobot in danger.  Who was close? 

He listened as best he could, seeking out unfamiliar voices in the chaos, but it was the familiar that caught his attention.  Lord Megatron, center of Soundwave’s universe.  But he was not alone.  In fact, he was about to provide the perfect distraction.  He activated his audio transmitters at maximum volume, hoping Optimus could hear over the hum of his own blaster.

{{ Well, well.  What have we here?  A little scout? }}

Optimus took pause at the familiar voice; his weapon deactivated.  But Soundwave wasn’t safe yet.  He added the finishing blow, with help from a certain small, young, vulnerable Autobot he’d encountered earlier that day.

{{ Let me go!  I’m not afraid of you!  Let me go! }}

“Coordinates: South; ten kliks”

“Bumblebee!”  Optimus was terrified – his young ally was in danger, at the hands of Megatron no less, and he always  _had_  had a particularly weakness when it came to Megatron.  But here was Soundwave, hindering him, preventing the summoning of the great Titan, standing in the way of absolute victory.  And Soundwave would continue to get in the way; he was very good at that.

But Soundwave was also good at not dying.  Optimus could remain here, shoot at him for as long as it took to get through his second arm.  And that was no guarantee that he would go down quickly afterward.  He needed to leave, and he needed to leave  _now_  if he wanted to save his Bumblebee.

And so, he ran, leaving Soundwave alone on the empty battlefield.  Thank Primus.

With that danger momentarily resolved, the next step was to get communications up and running again.  The feedback Metroplex was creating interfered with all communications made over the commlinks.  But it didn’t seem to affect  _all_  communications.  The ground bridge was fine, after all.

And if any communications were available to him, Soundwave could find a way to make it work in his favor.  He just needed the right tools.

The Autobots had a communications tower, standing tall in the center of Iacon, still too far into the Autobot stronghold to have taken much damage, from Seekers, Combiners, and foot soldiers alike.  If Soundwave could get over there, he could use their equipment to broadcast communications on an unaffected frequency, relayed through himself.   _If_  he could get over there. 

_Personal energon reserves: 35%._

He needed to minimize his use of the ground bridge.  It would no doubt drop him further, and with his wounds acting as an extra drain, he would be in pretty sorry shape once he arrived.  And of course, there was a high chance that he would have to fight the mechs within, once he did.  Bridging in would be risky.

But flying in would be suicidal.   _Seekers_  who ventured too far into Iacon proper were being shot down with ease.  Soundwave was not half so comfortable in the air as them; compound that with his increasing sluggishness, and he had no chance. 

Ground bridging it was, then. 

He let the bridge take him to the base of the tower’s transmission spire, a small, open-air platform, shielded from the elements by the spire itself.  There were a handful of Autobots up there already, operating on the external access panel.  Soundwave’s cable shot out, latching onto the head of the first, and swinging him into his two partners, before releasing him into the air, where he kept right on flying, off the tower and out of sight.  The first of the grounded bots received an electrical jolt, and the second, a few shots from his blaster.  Neither got up.  Thankfully.

With the action out of the way, Soundwave stumbled towards the station; his vision was blurring, but he still had his audials, at least.

_Personal energon reserves: 21%._

It had taken more out of him than anticipated.  There would be no more bridging.  Nor did he have the energy to waste on further electric attacks.  His only purpose now was to get the communications up and running and get back to base; he could only hope that nothing else got in his way.  

Below him, in the distance, the battle was raging, but he couldn’t afford to pay it any mind.  Any worrying over his Symbionts at this point would merely serve to delay him further, and he wasn’t sure how long he’d last at this point.

Even with one cable, it was easy enough to jack into the station, though the delay was noticeable.  He felt as though he were stuck in the mud, as the transferal of information lagged far behind the capabilities of his own processor.  Every second wasted was a distraction he didn’t need.

What if the Autobots sent reinforcements up here?  What if his Symbionts were hurt?  What if Optimus managed to defeat Megatron?  What if he went back underground?  What if he summoned his Titan?

He could see the system diagnostic the Autobots had begun, blindly searching for the source of the problem.  They couldn’t have heard the things Soundwave heard.  And whether or not they’d known about the continued functionality of the ground bridges was debatable.  Soundwave was beyond this.  He knew what the problem was.  He knew the solution.  He just needed to implement it.

As he worked, he could hear distant screaming, blasterfire, missiles.  

 _< < Scanning frequency: CML-108Mz16.07L >> _ 

There was a sharp whistle – something was falling out of the sky, something massive.  The world shook as it hit the ground; Soundwave tightened his grip on the railing of the station.  

_< < Cannot communicate with Access Point: 16113MTXD1 >>_

The sounds of battle were getting closer – the Decepticons were advancing.  But they were still far away yet; Soundwave had to ignore them.  

<<  _Disable: Communications if operation at Frequency CML-108Mz16.07L = True;_

_< < ERROR;_

_< < ERROR;_

_< < ERROR;_

_< < Override Error;_

_< < User: Soundwave;_

_< < Passcode: ******** >>_

That stupid high-pitched Titan noise was getting louder, boring into his processor, driving him mad.  What was going on?  Optimus should still be distracted by Megatron and his scout.  Perhaps Soundwave had been mistaken.  Maybe his presence  _wasn’t_  necessary in order to raise the Titan?  Perhaps once it initiated, it could not be terminated?  

. . .

Primus, he hoped not.

<<   _Override: Accepted._

_< < Target: Commlink – Operation frequency set to CML-108Mz16.07L;_

_< < Reset frequency;_

_< <  New Frequency: GBN-108Mz27.1G;  _

_< < Pending . . ._

_< < Pending . . ._

_< < Pending . . . _

Primus, this was far too slow!  But once it worked, any Decepticon commlinks within range of the spire  _should_ begin operating on a different frequency, closer to that of the ground bridges.  It was crude, but with any luck, it would get around the Titan’s interference, and reinitiate communication.  He could only hope that he wasn’t too late.

_< < Query: Accepted;_

_< < Search Commlink – Operation Frequency CML-108Mz16.07L;_

_< < Reset Parameters;_

_< < Implement – New Frequency: GBN-108Mz27.1G;  _

_< < Initiation: complete. >>_

_Ping._

_“Soundwave?  Is that you?”_

It may have been crackling with static, but he had never been so happy to hear Lord Megatron’s voice in his life.  The surge of emotion was a bit much for his current state; his head was spinning, he needed to sit.  Slowly, he lowered himself to the ground.  He tried to argue with his pride,  _At least I’m a smaller target like this_ , but it still drove him mad, that he’d become so weak.

_“Affirmative.  Communications: temporarily restored.”_

_“What happened?  Where are you?!”_

For the first time, Soundwave allowed himself to look out over the distant battlefield.  There was no sign of Sky Lynx, no Omega Supreme, but there  _was_ a Devastator and a Bruticus.  Were they  _winning_  out there?

They wouldn’t be for long, if the whispers in his head were any indication.

_I am coming.  I will help.  Hold on._

_“Location: Iacon.  Communications: disabled as side effect of actions taken by Optimus Prime.  Inquiry: Optimus Prime’s whereabouts?”_

_“Optimus?”_ Megatron hissed.   _“Of course, it would be Optimus.”_

_“Urgency: requested.”_

And much to Soundwave’s dismay, Megatron paused to consider that.

_Hurry up hurry up hurry up!_

_“I haven’t seen Optimus.”_

And that was the killing blow.  Optimus didn’t go to fight Megatron.  He didn’t save his friend.  He didn’t fall for the distraction.  And that meant . . .

_My Prime, I am awakening.  I am almost here.  Be my light.  Guide me to you._

Optimus had gone back.  Soundwave was almost certain.  And Soundwave had to stop him.  But Soundwave couldn’t.  He could barely stand at this point.  He’d have no hope of defeating Optimus  _now_.  But there  _was_  somebody who might be able to.

_“Opening ground bridge to likely coordinates of Optimus Prime.  Lord Megatron: objective: extract Optimus Prime from present location.  Titan-Class Mech – Designation: Metroplex: Inbound to coordinates of Optimus Prime.  Metroplex: cannot be allowed to join the battle.”_

_“Understood.”_

He felt like his processor was going to explode as he connected with the ground bridge, as he opened the portal at Lord Megatron’s coordinates.  Maintaining it was a struggle in itself.  He could  _feel_  the energon burning in his starving fuel lines.

“ _I’m in.”_

And not a moment too soon.  Soundwave lost his hold on the bridge the moment Lord Megatron was through.  He leaned his helm back against the station.  There would be no opening another bridge.  Megatron wasn’t going anywhere; Soundwave could only hope that he could make a difference – that his theory was correct, that Optimus had gone back underground. 

He didn’t want to think about it.  He wanted a distraction.

_"Soundwave to Ravage: Status?"_

_"Boss!  Frag, we were worried about you.  What happened?"_

What happened, indeed?  Certainly too much to convey right here right now.  The words just weren't coming to him.   _"Rumble?"_

_"He's here too.  We're underground now.  Rumble's got a few more gates to bring down.  Nobody's really been hitting us down here.  Most of the fighting's up top, it looks like."_

That was good to hear.  He tried to convey his happiness through the bond, though if Ravage felt it, he didn't say. 

_"Laserbeak?"_

Ravage hesitated.   _"Dunno where Beaky is,"_ he said at last.   _"He was up top keeping tabs on the battle, wasn't he?  And he doesn't got a comm either.  But I think you'd know if he_ was _. . . err, if anything happened to him."_

Soundwave wasn't so sure.  There were too many mechs tied to his spark.  Even those who held the most of it still felt like a distant echo on his mind.  Laserbeak didn't feel  _dead_  per say, but he also wasn't responding to pings and requests to connect, which left Soundwave more than a little uneasy.

 _"Well, er,"_ Ravage continued. _"You're probably really busy right now, yeah?  Gettin' all the comms back online, giving our directions from on high. I'll go ahead and let you go then.  Good luck boss.  Get us all back home safe!"_

_"Wait."_

_"Yeah?"_

_"Autobots: in possession of powerful weapon.  Chance of activation: 94%.  Ravage, Rumble – operation: retreat."_

Another pause, and then, " _Sure thing, Boss.  Ravage out."_

And wasn't that a stab to the spark?  Soundwave couldn't open another ground bridge.  Not now.  It was physically impossible, and it was unclear if the mechs back at base knew what was going on yet.  He’d tried pinging them, but he’d yet to receive a reply.  The Decepticons were effectively stranded in Iacon.  And Metroplex was set to arise any minute.

_Optimus Prime.  I am near._

Primus, what an idiot he was!  He should have acknowledged the battle as lost when the comms went down.  He should have stayed back at base, he should have been there to lead the retreat.  Why had he come here?!  The Decepticons were doomed, and he was the one to blame.

_This is what happens when you make decisions on your own._

He tried to shake off the thrall of the slave coding, but it was just too much work, and he was just so tired.   He needed to think about something else.  Something else!  Maybe check in with the field commanders; see who was still alive.

_“Soundwave to Starscream: Status?”_

_“Nice to see the comms back up.”_ Starscream did _not_  sound pleased.  “ _Though the quality is abysmal.”_ He sounded slightly less displeased about  _that_ at least.  “ _We've lost – I'd say nearly half of our aerial forces, but Sky Lynx is down.  And Omega Supreme.  And that Combiner, the one with the shield.  You'd better hope this was worth it."_

_"Understood.  Decepticon communications: online.  Please inform subordinates."_

_"Right.  Of course.  And while you're at it, do you have any additional orders for me?  We’re not completely blind out here, but we can only see so much."_

He didn't really.  Soundwave hadn't had proper surveillance since the comms went down, and he couldn't see enough of the battlefield from his current position to make any sound judgments.  But he couldn't leave Starscream in the dark either.

_"Use judgment.  Prepare for possible retreat."_

_"Retreat?!  But we're annihilating them!  We might actually_ win  _this!  I've lost too many mechs to retreat_ now _!"_

_"Autobot forces: activating super weapon.  Chance of success: 94%.  Prepare for retreat."_

Starscream hesitated for a moment, as he let that information sink in.  But even  _he_  couldn't argue with that number.  " _Understood.  I'll be standing by.  Starscream out."_

The most important conversations were out of the way.  He did a quick sweep of the rest of the commanders.  Most were fine – their numbers had been decimated, but the majority of the deaths had been suffered by the Vehicons.  There were, however, a few notable casualties.  Bludgeon was gone.  Clench was gone.  Mega-Octane was gone.  But Starscream was right; they  _were_  pushing the Autobots back – mowing them down in great numbers.

But they were far from winning.

 _I'm here_.

A sudden burst of light split the sky, casting its blinding glow over all of Iacon.  It was too much for Soundwave's vision; all he could see was a field of painful white agony, accompanied by an earth-shattering boom, and, most notably, an overwhelming feedback from all communications devices.  His comm shrieking at top volume in his sensitive audials was bad enough, but Soundwave was still jacked into the tower. 

An electrical surge shot down his cable, straight into his frame, frying his circuits, leaving him convulsing, screaming mechanical feedback into the deafening chaos.  There was no one to help him now.

The surge died as soon as it had come, but the damage had been done.

_Personal energon reserves: 2%._

With great effort, he managed to pry his still-smoking cable from the terminal.  It flopped limply to the floor with what was probably a heavy thud.  Soundwave couldn't hear it over the incessant ringing that lingered in his head.  Whatever the frag it was that just happened had blown out his audials.  It was the last thing he needed right now.

Leave it to fate to prove him wrong.

His vision was still filled with pixelated holes, leaving just enough intact to get a vague idea of what he was looking at.  Still, a vague idea was more than enough.  The communications tower provided a great view of the Crystal City, which was currently shifting and shaking, as the ground rose up, up,  _up_ – as buildings became detailed armor pieces, as city blocks became limbs, as the earth itself came to life, transformed into a titanic creature.

Metroplex.

_Protect the Autobots.  Destroy the Decepticons._

It was surprisingly graceful for a being that stood seven hundred feet tall.  Long strides brought it closer to the ever-encroaching battlefield, where Soundwave’s comrades laid in wait.

His comm buzzed and hissed, as though someone was trying to get through to him, but it was far too damaged to function.  Pit, it was a miracle  _he_  was up.

_Personal energon reserves: 0%.  Energon will be withdrawn from non-vital operations.  Stasis-Lock: Imminent._

The battle had begun anew, and Soundwave was helpless but to watch, to feel – anything that helped him to understand what was happening.  It was impossible to discern small details, but he didn’t need to.  Devastator was large enough; he didn’t need full range of his senses to see Metroplex scoop him up and crush him to death in his hands. 

Bruticus was gone; Soundwave didn’t know where to.  And with nothing large to focus on beyond the Titan, it was instead light and vibrations that drew his attention.  He’d told Starscream to retreat, but he could still see hundreds of Seekers shooting vainly at the monster, as though their puny missiles could put a dent in it.  And it wasn’t just Seekers; the warships came too, the orbital strikes, and no doubt the ground forces.

They were no match for Metroplex.  All around him, buildings collapsed, by his own hand, by Decepticon attacks, and fallen fliers, illuminating the night in a hellish red fire, that reflected off the plumes of smoke blanketing the area.  Blurry though it was, it was not an image Soundwave could soon forget. 

_Stasis Lock: Imminent._

But it wasn’t his own haggard frame to finally do him in.  Tired though he was, and drowning beneath the pain of hundreds of simultaneous Vehicon deaths, there was no way he could sleep through a battle like this, least of all after what had happened the last time he fell unconscious in enemy territory.  It wasn’t a decision he had to make, however.  All it took was one stray missile.  One stray missile, and the tower he already balanced so precariously on came crumbling down. 

After that, there was nothing.

 


	35. Survivors

**Summary for the Chapter:**

> Soundwave awakes in the aftermath of the Battle of Iacon. It's not pretty.

**Notes for the Chapter:**

> Graphic content following. : (

_Scratch, scratch, scratch._

_Personal energon reserves: 15% . . . 17% . . . 20% . . ._

_System Report:_

_Overall Operational Capacity: 20%_

_Audials: Operational Capacity: 16%_

_Optical Sensors: Offline_

_Equilibrium Stabilizer: Operational Capacity: 62%_

_Left Arm: Damaged – 40% Operational Capacity_

_Right Data Cable:  . . . Searching; Searching; Searching; Error: Data Cable not Found_

_Scratch, scratch, scratch_

Consciousness came back to Soundwave slowly and painfully.  He was lying on his back, sprawled at an awkward angle atop a pile of uneven rubble.  Something heavy had pinned his foot – uncomfortable, though the limb didn’t appear to be damaged.  In fact, aches and pains aside, it didn’t much feel like he’d fallen too far at all.  With a tower of that height, he easily could have been crushed, mangled, split into tiny pieces by the impact, or falling debris.  All things considered, he’d lucked out.  He wasn’t even entirely sure how much of his miserable state was from the fall, and how much had come from the abuse his frame had sustained earlier.

Speaking of . . .

He’d been siphoning vital fuel at the end there, right before he'd passed out, and his damage report had looked far more bleak.  And yet, he was healing.  Self-repairs wouldn’t have activated with less than 20% fuel in his energon reserves, which meant that  _someone_  had given him a boost.

_Scratch, scratch, scratch._

There was something small, and far heavier than it rightly should have been, sitting on his chest, scratching away, as though to say ‘get up.’   And with his focus drawn that way, it wasn’t too hard to notice the soft sting of a sharp little cable buried into his protoform.  _Laserbeak_.  

Laserbeak was transferring Soundwave his own fuel.  The act had likely saved Soundwave’s life, or at the very least, had been responsible for pulling him from stasis, but Laserbeak was a  _Minicon_!  He didn’t have enough fuel to sustain a mech of Soundwave’s size.  And knowing Laserbeak, he wouldn’t know when to stop.

_Desist._

_Scratch, scratch._

The tiny cable withdrew, and Laserbeak fluttered clumsily from his chest, stumbling to the ground beside him, woozy from his _own_ lack of fuel.  That wouldn’t do either.  Soundwave’s audials were still barely usable, but there didn’t seem to be any lasting damage to his optical sensors.  He onlined them, and took in the unwelcome sight before him.

Iacon was a barren wasteland, grey with the lingering dust of battle.  A once beautiful skyline had been reduced to mountains of rubble; only a handful of towers remained standing, precarious fractures down their exteriors serving as a warning of impending collapse.  Here and there, he saw a body or two, or a dull patch of drying energon painting a wall, or pooling on the ground.  What a hellish sight this was.

But it was, at least, devoid of Autobots.  It was devoid of all life, really, but had the Autobots stuck around after that disastrous battle, Soundwave would’ve been doomed.  He was in no state to fight.  Though that did beg the question – where did the Autobots  _go_?

At his side, Laserbeak was fluttering weakly, yet his EM field radiated pride.  He’d saved Soundwave.  What more could he ask for?  With great effort, Soundwave sat himself up, leaning heavily against the wall of debris at his back, and laid his damaged hand on Laserbeak’s head, patting gently.  It was about as much movement as he could manage for now.  He needed more fuel. 

With his other hand, Soundwave reached into his subspace, and pulled a cube of EN+ from within.  He tilted his aching head back, and took a deep drink, savoring the sensation of the thick, cool liquid flowing through his starving lines, watching, as his reserves climbed higher and higher.

_Personal energon reserves: 79%._

It was a satisfactory number for the moment; he didn’t quite have the stomach for more, and fuel levels of seventy-nine percent would at least be enough spare energy for his self-repairs to work their magic, and maybe even let him throw out a ground bridge or two.  The things were a  _major_  drain on his reserves.  He’d have to remember to limit their use to emergencies only.  He'd gone overboard this time, and had paid the price.

Before putting the cube away, he held it out to Laserbeak, offering him a drink.  Laserbeak hopped up to perch on the edge of the cube, eyeing it with suspicion for a moment, but in the end, hunger won out.  He leaned in, allowing his tiny cables to siphon the fuel directly.  It seemed a bit much for him – too bitter perhaps?  His frame froze for a too-long second, a startled hiccup within his systems, but it passed quickly enough.  When he withdrew from the cube, he was energetic as ever, taking off into the air to fly low circles around Soundwave’s head.

It seemed he wanted to get out of here.

And Soundwave did too.  Ravage and Rumble were still invisible to him.  He’d ordered them to get out, but everything had happened so quickly at the end there.  He had no way of knowing if they’d escaped, or if they too, had fallen victim to the horror that was Metroplex.  Soundwave didn’t want to stick around Iacon any longer than he had to, but there was no way he was leaving without his Symbionts.

Unfortunately, with his sparkbond diminished and his hearing crippled, there weren’t a whole lot of options left to them.  Neither Symbiont was responding to his comms, but that easily could have been a consequence of Metroplex’s lingering presence, whether through broken commlinks or interference.  It was difficult to tell with his senses so hazy.  

Finding two Minicons in this mess was going to be impossible.

At least Laserbeak seemed to know where he wanted to go.  His circles were growing wider, flying in elliptical orbit over the decline at Soundwave's left.  It was as good a place to start as any. 

Soundwave extended his good cable, and with minimal effort, was able to free his leg from the debris atop it.  With primary repairs dedicated to his audials, other mechanisms had to take a back seat.  His equilibrium was still unacceptably low; he didn’t bother standing up.  The mound was so uneven, he would have been back down in seconds.  Instead, he crawled to the edge of his pile, and slowly allowed himself to slide down what once had been a very elegant communications tower.  What a pity.

There wasn’t much left in the way of flat ground anymore, but the debris did seem to level out a bit at the base of his mound, enough so to make an attempt at walking possible.  He’d just have to go about it very slowly.  Overhead, Laserbeak was still making wide circles, urging him to hurry up.

_Patience is appreciated._

His journey through the ruins of downtown was not without mishaps.  He’d misestimate the stability of the ground, the distance between surfaces, or occasionally just trip, sending him toppling helplessly over, while Laserbeak screeched angrily on high.

_Lucky bird.  You wouldn’t be so hasty if you had to walk._

But he pressed on nonetheless, following the flash of red wings overhead.  There was still no sign of the Autobots, no sign of life at all.  What had happened?  Had the Decepticons been able to clear out?  Had they somehow scored a win?  Where  _was_ everybody?

His first clue came as he rounded a bend, which at one point must have been some kind of observatory.  It overlooked the once-beautiful lower Iacon, Districts Four to Seven, providing Soundwave with a perfect view of the wide-scale destruction.  There were more buildings left standing down there than there had been in District One and the Crystal City, but the tallest, most majestic, most iconic, had all been smashed.  In all, Soundwave estimated thirty-eight percent destruction for the area.

Which was why the gleaming white city in the distance stood out to him.  It seemed that, rather than crumble to the ground, the vast majority of the Crystal City had gotten up and  _moved_.  That, or Soundwave’s sense of direction had been completely broken in his fall.  Either was plausible.

But there was a certain familiar curve to some of the spires that sent off stark warning signals in Soundwave’s head.  After all, it was difficult to forget the sight of a three-hundred-foot arm flying through the air to strike down his comrades.  The Crystal City was Metroplex, or at least, most of it was.  It seemed to him that the Autobots must have moved shop, taking refuge in the one undamaged region of Iacon left to them.  What that meant for the Decepticons, however, was anyone’s guess. 

Suddenly, Soundwave was feeling less safe, wandering the aftermath of a bloody battle, his enemies in sight, his allies unaccounted for.  He tried to pick up the pace.

It seemed that Laserbeak sensed his unease, as he began leading him downward, to less-exposed parts of the city.  That would have been good, but the hills he traversed to get there were still no friend of Soundwave’s.  The misstep was inevitable, and soon he was stumbling forward, catching the debris pile with his face, and sliding, sliding, sliding down to the bottom.  Again, Laserbeak began screeching, circling broken, pathetic Soundwave in a frenzy.

His poor, wounded pride.

But fate at least seemed ready to throw him a bone.  He had landed on something alive – he could tell that much from the way its frame tingled beneath him.  Sharp angles and skinny limbs made for a poor cushion, for him and his unwitting victim both.  It was shifting, and, judging by the vibrations, making some kind of vocal noise, though the sound was both too low and too quiet for Soundwave’s damaged audials to pick up.

_Audials: Operational Capacity: 22%._

“Get off,  _get off_!”  It seemed to be yelling now, voice growing shriller with each word.  The words still came to him through a thick blanket of nothingness, but at least he could perceive them now.  Perhaps he should have another drink to boost his recovery speed?

“Soundwave,  _get off_!”

Quiet though it was, that voice was unmistakable.  He hadn’t recognized Starscream at first.  Seekers tended to look similar; it was easiest for him to differentiate them by the sounds they made, which was not currently an option.  And that poor frame had been so mangled, it was more of a single, massive scar, than anything bordering on familiar – there wasn’t a fleck of paint left on him, though there were plenty of burns, scrapes, and nasty gashes. 

One of his wings had been bent out of shape, the other snapped in half down the middle – it was a hideous wound, and not easily-repaired.  Both legs were still intact, albeit one of them was pinned beneath a heavy slab of rubble.  Unlike the debris that had pinned Soundwave earlier, this slab had done some real damage – Soundwave could see the bright glow of energon trickling out from beneath, pooling on the ground at Starscream’s thigh.  He was missing one arm, while the other, though present, had lost a few fingers.  The poor mech was a wreck, but he was alive at least. 

For now, anyway.  There was a strange sense of mania in his EM Field that had Soundwave nervous.

“ _Get off, get off, GET OFF!!”_

Sheepishly, Soundwave obeyed, crawling to the side with all of the grace of a drunken tank.  Behind him, Starscream appeared to be hissing in pain; had Soundwave hit a wound?  He was surprised by how much that upset him.  Usually, he took pleasure in Starscream's pain. 

Laserbeak was still circling overhead, albeit lower now, and no longer shrieking.  He didn’t seem to like the detour, but there was a resigned acceptance in his movements that anticipated Soundwave’s next actions.

He could hardly leave  _Starscream_  out here, after all.

“Movement: Capable?”

He saw Starscream’s lips move, but no words seemed to come out.  Why did he have such a deep voice?  It was rude.

“Answer: repeat.  Audials: sustained damage.”

“I  _said_ , ‘Does it look like I can move, you complete twit?!’”  He was griping.  That was good.  He at least had enough energy to be his normal, sassy self.  Not to mention the fact that he’d managed to up his pitch and volume long enough to deliver the message.  The wounds were serious, but clearly not life-threatening.  Yet, anyway.

“Soundwave – Intention: Remove debris pinning Starscream.  Inquiry: Starscream – Movement: Capable?”

Starscream thought it over for a moment, long enough that Laserbeak decided he would rather be perching on the twisted remains of a lamp post than circling the skies.  Eventually, though, he gave a nod.  “I – I think so.”

Soundwave didn’t bother waiting.  His good cable shot out, grasping onto a corner of the slab that had Starscream pinned, and lifting.  The thing was heavy, enough so that his frame began to shoot him warnings.

_Target: overweight; Lumbar Spinal Struts, suffering 2% strain.  Desist strenuous activity._

He did not desist.  Instead, he inched closer, stretching out to get his arms in to help, which was probably even worse for his back, but it did the trick.  A few seconds of piteous wriggling, and Starscream was freed.  A trail of energon followed his path, still gushing from the open wound.  That was going to need a patch.

“I can get it myself!” Starscream snapped, slapping away Soundwave’s encroaching hands, an action which surely must have been painful, with his  _own_  hand in such a state.  It was also  _quite_  the lie.  Starscream couldn’t even find the strength to sit himself up, let alone reach down to his wounded leg to apply a patch.

“Falsehood: Detected.”

Starscream’s mouth began spewing more inaudible words, but it seemed he wasn’t going to fight Soundwave this time, not when he pulled the med kit from his subspace and not when he applied the temporary weld.  After careful consideration, Soundwave slapped one on his own damaged hand as well.  With any luck, it would encourage the healing process.  Though all things considered, the hand was the least of his worries.

Starscream was struggling again, trying with all his might to sit up.  It was a pathetic sight; Soundwave may have hated Starscream, but he didn’t like seeing him like this.  Fighting off that still-protesting hand, Soundwave helped him into an upright position, and leaned him against a stable piece of rubble, mindful of his wings.

“I told you to go away,” Starscream growled, loudly enough to be heard this time.  “Just go away and let me die.  I don’t care anymore.”

Soundwave cocked his head.   _That_  sort of talk wasn’t like Starscream at all.  More than ever, he was curious to know what had happened after he’d been knocked out.

“Explanation: Soundwave lost consciousness fifty-seven seconds after arrival of Metroplex.  Regained consciousness . . .” he spared a glance for his chronometer, “seven hours later.  Situation: unknown.  Information: requested.”

Starscream narrowed his eyes, and mumbled a few more words, most likely insults, given the angry flare in his EM Field.  He’d take the anger over the mania, at least.  Perhaps his presence was calming Starscream.  He hoped it was.  A hysterical Seeker was just one more thing he was in no state to handle.

“I tried to order a retreat, like you suggested, but the second that  _thing_  came out of the ground, the comms all went out.  I’d love to commend you for your  _fantastic_  fix job.  Maybe next time you can keep them online for more than a few minutes.”

Soundwave didn’t respond to the insult.  Starscream was perfectly aware that Metroplex’s effects on the commlinks was beyond Soundwave’s control.   _Everything_  about the Titan was beyond his control, or anyone else’s.

“Everything fell to chaos.  We had no one voice leading us – and it wouldn’t have mattered.  No vocalizer could have carried over the sound that creature made, and the scene was too out of control to even  _get_  people to pay attention to the visual signals.  Too many commanders were dead, and there were too many bots moving about every which way.  Some of us fled, some turned to attacking the –  _Metroplex_ , is what you called it? 

“Valiant hero that I am, I tried to spread the word, but I quickly determined that the task was impossible.  And so I fled.  Or tried to – with my trine behind me.  But Thundercracker wasn't fast enough – not to avoid being slapped out of the sky by the _beast_.  He died before he hit the ground.  I – I  _felt_ it.  And he got Skywarp on the backhand.  Would have gotten me too, but the pain knocked me into a tailspin.  Funny, my trinemates  _dying_  was what saved my life.”  He laughed, bitter, empty. 

“I don’t know what happened after that.  My assumption is those who weren’t able to retreat were either taken prisoner, killed, or are still out here, damaged and dying, like the two of us.  But that’s all I know.”  His frame was shaking, and, Soundwave noticed, his vents were wide open.  He couldn’t hear the sound they made, but he was willing to bet it was a weak stutter.  Surely Starscream too, had lost too much energon for his self-repairs to take effect.  Soundwave could fix that.

But Starscream turned his head from the cube now held out to him, pulled from Soundwave's subspace.  “I won’t touch that swill.  I’ve got a normal cube in my  _own_  subspace.  I’ll feed myself.”

Normal energon was not quite so potent as EN+; it took a fair amount of waiting and drinking before Starscream was capable of so much as standing, and even so, he needed to lean heavily on Soundwave to walk, much to his own irritation.  On the bright side, the time spent waiting had allowed Soundwave to recover a little more as well.  Though he had to concentrate, he could at last hear Starscream, on the occasion when he forgot to project, and even while bearing Starscream’s unstable weight, his own frame felt more-or-less sturdy.

Laserbeak, of course, wasn’t happy about the wait.  He’d been restless already, but three hours of sitting around was more than he could take.  Finally fed up beyond the lmits of his minimal patience, he began to hop up and down on his perch, before taking off into the air, and resuming his activity of circling ominously overhead, trying to urge the sorry pair along.

Soundwave too, was sick of waiting.  The more time he spent here, recovering, the longer the fates of Ravage and Rumble remained uncertain.  What if they  _were_  hurt?  A few hours could be the difference between life and death.  They  _needed_  to press on.

Though he protested being helped along initially, Starscream seemed to want to stay here alone even  _less_.  He allowed himself to be maneuvered through the rubble, and remained surprisingly quiet while in transit, though the manic edge to his EM Field had returned.  Soundwave understood it well.  Starscream had lost his trinemates – two mechs that shared his spark.  It was different from a Symbiont bond, true, but a sparkbond was a sparkbond, and the shattering of one still had drastic consequences.

The thought, oddly, gave him some reprieve.  Rumble and Ravage weren’t Vehicons.  They were closer to Soundwave than anything!  He would have surely felt it if his own bond had been broken – sick, fragmented spark, or not.  And his spark, at least, felt  _fine_.  Everything would be fine.  It had to be.

It wasn’t too long before Laserbeak's intended destination became clear.  There was still rubble, but it was tapering out, and beyond, he could see a deep, surprisingly intricate crater.  That was the Crystal City up ahead, or it’s old location at least.  Laserbeak was leading them to the very spot where Metroplex had risen.  But why?

Ravage had said they were still underground, taking out gates, when Soundwave had called.  Could they have been aiming for the gate to the Crystal City?  Or was Laserbeak even leading him to Ravage and Rumble at all?

He had his answer soon enough.

They had come upon the ruins of the once-proud arch, that had so defiantly kept first, the lower classes, and later the Decepticons from defiling the sacred Crystal City with their unworthy presences.  Soundwave was glad to see it claimed as a victim of the battle; it had represented everything he and Megatron had been fighting against.  

It seemed that the ground beneath it had caved in, and the arch had fallen with it, shattering into several large pieces on the way down. 

“Do you hear that?” Starscream asked.

Soundwave did not.  But he was willing to take Starscream’s word for it.  He cocked his head Starscream’s way, hoping he’d take it as a request for elaboration.  Honestly, he was having trouble with his words again.  It was better to save them for when he really needed.

Starscream gave an impatient groan, “Just like a protoform,” he mumbled, seeming to think that Soundwave would miss it.  Then, in a clearer voice, he added, “That building, to the left.  Sounds like someone’s whimpering.”

Soundwave turned to look.  He couldn’t see anything out of the ordinary, but that meant nothing.  The ‘building to the left’ was little more than a few standing walls and a toppled façade.  If memory served, it had once been an outpost for the city guards who tended the gates.  Not that it mattered anymore.  Now, it was just one more reminder of a bloody battlefield.

“Hello?” Starscream called out.  “Is someone out there?”  He gave the target a moment to reply.  Judging by Starscream’s reaction, he did not hear much of anything at all.  “Ugh, it’s probably just an Autobot. Let’s keep going.”

But now Laserbeak had doubled back, far more accepting of this distraction than the last.  He landed on the ground a short ways from the building, eyeing it curiously and, once satisfied that it was worthy of his time, began hopping closer.  Eventually, he hopped over a collapsed hunk of wall, and out of sight.

“Or, I guess we could stay here and humor your bird some more.  I mean, I do  _so_  love following the lead of a mindless creature.  Tell me, Soundwave.  Where is it exactly that he’s leading us?”

Soundwave really wished he knew the answer to that question.

Laserbeak returned moments later, significantly more anxious than before.  He bolted to Soundwave, perching on his free shoulder and scratching away, before zipping back to the rubble, as if to say, ‘ _Follow me!’_

“You can’t be serious.  Do I really look like I can stroll through such terrain?”  Starscream didn’t.  But that needn’t have been a problem.  He wasn’t exactly capable of resisting Soundwave’s lead as he was.  And though he argued vocally, he did nothing else to prevent Soundwave from setting him down against a wall of rubble.

“Five minutes,” Soundwave said, before heading off after Laserbeak. 

It didn’t take him long to realize that this building too, had collapsed due to an unstable foundation, as though the ground beneath it had been hollowed out, leaving nothing to hold it up when the Titan started walking with his earth-shattering steps.  Putting two and two together was even easier.  Rumble’s unit had been following ancient tunnels beneath the city, and drilling their own path, when required.  He was struck with a feeling of looming dread.

And indeed, descending down the rough terrain, it didn’t take him long to start finding the bodies.  Two drill-formers, a handful of Vehicons, one front-liner, all dead.  But none of them were the sight that stopped him cold. 

Slightly further into the ruin, beneath a crumbling beam that held the remaining wreckage above at bay, were two tiny bodies, tangled up in one another – Ravage and Rumble.

Rumble had suffered the worst of the damage, his helm had been crushed by collapsing walls, and much of his body had caved and broken.  He was sprawled out over Ravage, and the warped shape of his arms told Soundwave that he'd spent his last moments trying to shield his brother with his own body.  But tough though he was, even  _he_  was no match for an entire building.  His fate had been sealed the moment his unit had gone underground. Soundwave felt sick.

He had told them to retreat.   _Why hadn’t they retreated?_

It was a stupid question.  Ravage and Rumble had been deep into the city when Soundwave had called; there was no way they could have reached a safe distance in the time he’d given then.  Pit, they may have even thought that being Underground would keep them safe from the Autobot super weapon.  Soundwave was a fool!  He should have – should have done  _something!_ Should have pulled the energy to summon another ground bridge from nowhere, or foreseen that Optimus would raise the Titan sooner, or  _anything_!  Anything that would have kept the two of them alive.

“B-Boss . . .”

The plea was soft, weak – Soundwave nearly missed it.  But that was  _Ravage_!  All was not lost!

He dove to the ground, tossing rubble aside in an effort to free his little Symbiont.  Rumble’s heroic sacrifice hadn’t been in vain!  Ravage was  _alive!_ And yes, his spinal strut had been partially severed, leaving his warped hind quarters to dangle limply behind him, and yes, his tiny frame was  _still_  leaking energon, but that didn’t have to mean anything!  Soundwave had plenty to spare.  He was  _going_  to save Ravage.  He wasn’t going to lose any more Symbionts.

 “Boss,” Ravage whimpered again.  It seemed to be all he could manage to say, though his spark radiated fear and pain, powerful, even through their mangled bond.

“Ravage: rest.”  He let his cable slide out, connecting it with Ravage’s neural net, to help him slide into stasis.  He couldn’t bear to see his poor Symbiont in pain.  And he couldn't save him, if he was distracted by Ravage's whimpering and winces.  But like this, he was free to take a page from Laserbeak’s book.

He reconfigured his cable for energon transference, sought out a primary fuel line, and began allowing his own life force to trickle back into Ravage.  He was not going to allow him to die.  Those wounds could be mended.  All he needed was enough energon to sustain him until they could get him to a medbay.  He’d be fine . . .

Indeed, even five seconds of sustained transfer was enough to stabilize Ravage’s weakening fuel pump.  His spark pulsed with less frenzy.  His condition was improving.  He was going to make it out of this.

But by the tenth second, he took a drastic turn for the worse.  All at once, the tiny frame stiffened, all of its systems, lagging for a horrifying three seconds – completely frozen.  And then the dam broke. 

Ravage began convulsing, his frame twisting and shaking and writhing in Soundwave’s arms.  The spark bond was on fire – agony.  It was nothing but agony.  And Soundwave was helpless to stop it.  He tried holding onto Ravage more tightly, hoping that he could keep him from further injuring himself.  He stopped the energon transfer, disconnected his cable.  In a last-ditch effort, he even bared his spark.  He didn’t understand what was happening, why Ravage had suddenly gotten worse, why he couldn’t save him . . .

Ravage had survived the fall of Iacon.  He couldn’t die now!  He couldn’t die now.  He couldn’t . . .

The twitching frame sagged in his arms, lifeless as Rumble had been, lifeless as Buzzsaw, and Frenzy.  Lifeless.

Ravage was dead.

What had he done?

. . .

. . .

. . .

 “Soundwave!  I’m still up here you know?  Completely  _helpless_.  I’d rather like to be going.  So you’d better not be dead . . . you’re not dead, are you?”  Starscream’s words barely registered.  He didn’t want to think about Starscream right now.  He didn’t want to think about anything.  He’d lost two more Symbionts.   _Two_!  Within the same day.  He hadn’t felt a thing when Rumble died, and despite Ravage’s demise, his spark was still pulsing as normal.  It wasn’t right.  Rumble and Ravage had stopped; his spark should have had the decency to join them.

“How long are you going to stay down there?  Hello?”

He felt a weight on his shoulder – light, hopping, scratching, squawking even, in an effort to get Soundwave’s attention. 

 _Laserbeak_.  He still had Laserbeak.   _All_  he had was Laserbeak.  The war that had been meant to create a better future for his Symbionts had taken four of them away.  What irony was that?  It wasn’t supposed to be this way.  He was supposed to be living in a little house on the surface with a passionate and loving Megatron, and five happy, well-fed little Symbionts to keep him company.  This reality was a sick joke – a perversion of the great dream that had once moved him.

What was there to live for now?

He wanted to let go, to give up, hope that the Afterspark was another one of those things that really did exist, so that he could hurry and join his loved ones.  Anything was better than this pathetic existence.  But he couldn’t let go.

Laserbeak needed him.

And so long as Laserbeak’s spark beat on, he would continue to force himself along.  He would continue to live, and serve Megatron, and protect Laserbeak.  He had no other choice.  He didn’t  _want_  another choice.  He was done with choices.

 _Scratch, scratch_.

_Desist._

The reaction seemed to be enough to satisfy Laserbeak.  He leapt from Soundwave’s shoulder, spreading his wings and circling overhead. 

_Follow me, follow me, follow me._

Leaving the pit was much harder than entering had been.  He chalked it up to his faulty equilibrium stabilizer and emotional distress, and tried not to let it frustrate him, even as he slipped and stumbled away.  When he finally  _did_  emerge, it was to an image of Starscream, sitting feebly on the ground, and muttering to himself.  Soundwave could just make out the words.

“ . . . Always leave you.  No, I shouldn’t have trusted them.  You can’t trust anyone.  They all just fail you, or die, or die, or die . . .   Get out of the loop Starscream.  That’s just one more thing you don’t need.  Imagine!  The second in command of all the Decepticons going mad!  I suppose there’s a precedent, isn’t there?  Megatron is mad too, heheh!  We’re all a little mad here, aren’t we?  Or dead.  Or dead.  Or dead . . . Soundwave!   _Finally_!”  Starscream snapped, jumping from incoherent babbling to alert and angry without missing a beat.  “'Five minutes,' you said!  What a joke!  Do you know how _long_ you kept me waiting?!”  He didn’t even bother giving Soundwave the opportunity to answer. 

“Just under an hour!  I’ve been sitting here.  Alone.  In the wreckage, for just under an  _hour_ , not knowing if you were dead or alive even!”  An  _hour?_   It hadn’t felt like he’d been down there for very long at all.  Then again, a lot had happened . . .  “What could you have possibly found down there that was so . . . important . . . ?”  He trailed off, his eyes falling from Soundwave’s face to focus on his chest.  What?

“Is that . . . ?  I mean, that is to say, I’m – I’m er,  _sorry_.  About Ravage.”

Soundwave allowed his own head to fall.  Indeed, Ravage’s body was still cradled in his arms, right where Soundwave had left him.  He hadn’t even realized.  At least his spark chamber wasn’t still open.  It was just one more shame Soundwave couldn’t take.

He had nothing to say to Starscream.  Truth be told, he rather would have left Starscream behind, to never see him again.  But knowing Starscream, he’d find his way back anyway.  If only he could trade the unworthy Seeker for his Symbionts.  It wasn’t fair!  That this unscrupulous, venomous mech could live on, while his pure and loving Symbionts had stopped.  But he knew there was nothing he could do.  Since when was life _fair_?

Starscream was still too weak to walk on his own, but Soundwave's realization, that he still held on to Ravage, had left him not particularly inclined to let go.  As he approached Starscream, he didn’t look down, nor did he pause.  He simply wrapped his cable around the mech, and lifted, until he was back on his feet, and complaining.

“Hey!  Ow!  Watch it!  Those are sensitive mechanisms your stupid tentacle arm is crushing there!  Hold it, hold it!  Wait!  Just let me . . .  _There_!  We got it!   _Aft_.”  The last word was said under his breath; it seemed that he still assumed Soundwave to be largely deaf.  True, his hearing wasn’t at one hundred percent yet, but it was coming back fast.  His one small consolation.

“What’s the hurry?  We found your . . .” he trailed off, realizing the dangerous territory he was veering into.  “Well, anyway, why aren’t we leaving?  I don’t want to be here anymore.  Why don’t you stop taking direction from your clearly damaged bird, and let me lead us out of here?”

Soundwave didn’t mind digs at himself, but the insult at Laserbeak’s expense wasn’t appreciated.  He let his cable loosen, and shoved Starscream forward several feet, catching the stumbling Seeker just before he hit the ground.

“What was  _that_  for?!  I’m  _right_ , aren’t I?  Go on.  Explain to me why we’re going _deeper_ into – I guess we’re in the Crystal City now.  There is no reason for us to be here.”

Soundwave was inclined to agree.  He’d already found Rumble and Ravage.  There was no reason to stick around.  But contrary to Starscream’s assumptions, Laserbeak wasn’t just wandering the wasteland aimlessly.  There was purpose in his movements.  He knew where he was going, and he wanted Soundwave to follow.

And if he wasn’t leading Soundwave to his brothers, then there was only one other place Soundwave could think of.

_Every time you're in trouble . . . he comes to me.  Won't let up until I come running._

Soundwave almost hoped he was wrong.  He didn’t want to deal with Megatron, or slave coding, or any complicated feelings right now.  He wanted to go home, reconnect with Laserbeak, and sleep through the rest of the war.  It shouldn’t have been much longer now; the Autobots had their Titan, after all.

“No answer.  Figures.  You never  _were_  one for chatter.  If only  _you_  had died, instead of Skywarp and Thundercracker.  How unfair, life is.”

It was nice to know they despised one another in equal measure.

~~~

Laserbeak lead them on for another ten minutes or so, straight to the edge of the crater.  There was no way Starscream would be making it down that steep, treacherous slope in his condition, and Soundwave wasn’t feeling so confident either.  Fortunately, Laserbeak didn’t seem to be going down.

They traveled around the lip of the crater, with Laserbeak circling here and there, frantically searching for some signal that only he could hear.  Eventually, he settled for zipping towards a pile of loose boulders that had likely been shed when Metroplex rose from the earth.  Laserbeak settled himself atop the largest, his wings flapping excitedly as he looked down.  He’d found something.

“Oh great.  A rock.  I’m so glad you dragged me halfway across the city with two broken legs to look at a rock.  Thank your stupid bird for me.”

Soundwave took off towards Laserbeak’s rock, dragging Starscream’s clumsy form behind him as the poor mech struggled to keep up.  Even moving as fast as he could, both mechs were in a sorry state; it took him far longer than he would have liked to reach his destination, least of all with Starscream’s complaining following him every step of the way. 

It was as Soundwave had feared.  Laserbeak had followed his instincts, and his instincts told him that Lord Megatron was the one to go to when Soundwave was in trouble.  Of course, in his current state, he wouldn’t be of much help.

Megatron wasn’t in half so poor a condition as Starscream, but he’d definitely seen better days.  His frame was littered with combat scars – some from the day’s battle, but many were also all too familiar.  After all, Soundwave too bore the marks of Optimus’s blaster.  Though his misshapen plating and fractured extremities were not so easily explained.  They were far too uniform to have come from a physical assault.  More likely, he’d fallen.

“Soundwave, is that you?”  His voice was barely a whisper, strained and weak, but still hanging on.  Soundwave always  _had_  hated seeing the invincible Megatron in such states of weakness.  He froze to the spot, watching Megatron with trepidation.  “Laserbeak came.  Knew you wouldn’t be far behind.”

Soundwave could hear Megatron’s fans, struggling through warped mechanisms to cool his frame, but it wasn’t much helping.  It was simply under too much stress.  And he’d lost a lot of energon, was losing more by the second.  Would he lose Megatron too?  Did he even care?

“Sorry _, Master_ ,” Starscream cut in.  “Soundwave is a bit hard of hearing right now.  But I must commend you for an excellent campaign.  We didn’t lose half as poorly as we could have.”

It was a testament to Lord Megatron’s weakness that he let Starscream’s backhanded compliment slide.  What was  _really_  unsettling was what he said next.

“And Starscream.  I am glad to see you.  Glad to see you both.  If I die, it best be in the presence of the two I love the most.”

His fans gave a heavy lurch as one of them caught on something it couldn’t quite pass.  And Megatron with it began to cough and sputter.  The grinding of the trapped fan stopped quickly enough, but the damage seemed to have taken its toll on his systems.  He slumped against the rock in a full-body sigh.

“I trust you,” he mumbled before he too, fell into stasis lock.

The effect on Soundwave was immediate.  Megatron was in stasis.  Ravage had been in stasis too, and he’d never come out of it.  Soundwave had failed to save him.  Soundwave had let Ravage die.  Or worse,  _caused_  his death!  His relationship with Lord Megatron was more complicated and volatile than his relationship with any of his Symbionts had been, but Soundwave wasn’t prepared to let him slip away.  Not like this.  Not now.

Right?

“Soundwave.”  Starscream’s voice was purring in his ear, far more seductively than he would have preferred.  What did he want  _now_?

“Remember my offer?”

{{ I think it's time we dethrone him.  What do you say?  You need not answer now. I'll ask again after we invade Iacon. }}

“Well?" Starscream sneered.  "What do you think?  Does Lord Megatron still deserve to lead?  After that disastrous campaign?  After being told time and again that it was a terrible idea?  Do you still trust him with your life?  After his inadequacy has been exposed?  After everything he’s done to you – all the abuses he’s put the both of us through?  After what has become of your Symbionts, by _his_ command?”

Soundwave didn’t want to think about this.  Starscream was right.  Megatron was no more than a symbol of a forgotten time.  He was unnecessary; detrimental even.  After the disaster that was the Battle of Iacon, there was little chance of the Decepticons ever again recovering their position of superiority.  And that was to say nothing of the far more personal scars.

He looked down to the tiny body, still cradled in his arms. 

This was Lord Megatron’s fault too.

And though the loyalty coding still hung in his mind, it seemed to be speaking to him through the same fog as everything else was.  Was it influencing him at all?  Perhaps it was.  But it wasn't _controlling_ him anymore.  It was better for the Decepticons if Megatron died; he was unfit to lead.  And a part of Soundwave  _wanted_  him dead.

_You promised they’d be safe._

And yet, he couldn’t let go.  Shockwave would have called it illogical.  And Starscream would no doubt have a few things to say about it.  Pit, even  _Soundwave_  couldn’t figure out his reasons for it.  But he didn’t want to lose Megatron.  He  _needed_  Megatron.  He needed his strong presence, his words that somehow made everything right, the constant knowledge that he would always be his, and he would always be there . . .

Soundwave wasn’t in the right state of mind to make a decision of this nature.  He’d just lost Rumble.  He’d just lost Ravage.  And though their relationship was not the same, he knew he wouldn’t be able to take another death.  Not now.

“Well?” Starscream prompted, jostling Soundwave’s side with a sharp elbow.

Soundwave shook his head.  He didn’t have the presence of mind to deal with  _this_  right now either.

“Decision: postpone.”

“What?”  Starscream began to shove himself away, before realizing that Soundwave was the only thing keeping him upright.  It was only by Soundwave’s good graces and data cable that he did not hit the ground.

“Decision: postpone.”

“I heard you the first time!” Starscream growled, struggling to get back to his feet.  “And again, I say ‘what?’  There is no better chance to take him out than now.  We may not have the opportunity again!  Quit acting like some simpering slave, grow a spinal strut, kill Lord Megatron.  It’s  _easy_!  I’d do it myself, if I could.”

“Request: acknowledged.  Decision: postpone.  Death . . . no.  No more.  Now: no.  Not now.  No death.”

“Coward,” Starscream growled, but he was helpless to fight Soundwave’s decisions.  Not for lack of trying.  “Fine!  Poor, precious,  _innocent_  little Soundwave doesn’t want anyone else to die now.  Okay, I can understand that.  There’s been a lot of death today.”  His eyes grew faraway, if only for the briefest moment.  Starscream was a mech that was used to hiding his weaknesses, but Soundwave had no doubt that he was grieving.  The deaths of his trinemates hurt him far more than he was letting on.

“But tell me, Soundwave.  We are smack in the middle of the Crystal City, with hundreds of miles of who knows what between us and friendly territory.  My commlink’s busted; I’m assuming yours is too.  We have no way of calling for help.  I can’t walk.   _Lord Megatron_  can’t walk, and  _you_  can barely stand yourself.  Would you like to tell me how you intend to get the lot of us out of here?”

Soundwave hadn’t thought to consider it a problem.  True, his own commlink was damaged; he couldn’t  _call_  for help.  But his was built differently than the average bot’s.  It could do things that others would have deemed impossible, and by and large, most of the specialized functions had survived the energy surge.  Thank Primus.

He still had the coordinates of the base.  His energy levels may have been lower than was ideal, and his current state of mind left him a little shaky on the controls, but he was pretty certain he could open a ground bridge out of here.

But he needed to be ready to walk through the moment it opened.  The bridge program still seemed functional, but the longer he held it, the harder it would be on his frame, the higher the risk of an error, the worse off they’d be.  He approached Megatron, with Starscream still in tow.

Megatron was a big mech.  Soundwave had always known this, but never before had he realized  _just_  how big he was, until he had to carry him, least of all while injured, with one crippled data cable, and stuck with Starscream as well.  Would it even be possible?  He didn’t have enough hands.

“You seem a bit encumbered, Soundwave.  Is something wrong?”

Indeed, it wasn’t just Starscream and Megatron he was carrying, but Ravage as well.  Ravage, who had died in his arms.  Ravage.  How was he supposed to let go?

But Ravage was gone.  He wasn’t coming back.  What point was there to cling to his broken frame?  That wasn’t Ravage.  Ravage was smart and wise, agile, stealthy, strong and proud, and so many other things that this lifeless husk was not.  Besides, he hadn’t kept any of the others . . .

He knelt to the ground beside the boulder, and with reverence, laid Ravage’s body against it.  He didn’t allow himself to look.  Ravage was gone.  He needed to keep going. 

With his arms freed, he had a little bit more room to work with.  He brought Starscream back in close, and transferred him to his injured left arm.

“What are you – that’s disgusting!  You’re covered in energon!”

Soundwave tried not to listen.  He had a free arm and a free cable.  It was the best he was going to get. 

The cable took the brunt of the weight, straining to lift twenty-five tons of mech from the ground. It wasn't enough.  Laserbeak's assistance wasn't enough.  Trying to drag Megatron and Starscream both wasn't working for him either.  In the end, he'd needed to add his severed cable to the mix.  It couldn't grab onto anything, and moving it was agonizing, but the combined effort did the trick.  Megatron was moving, dragging yes, but it wouldn't be for long.  The medics would fix him up.  And if he _did_ die on the way . . .  At least, Starscream would be happy.

But Soundwave didn't want to think about that.

He had Megatron, he had Starscream, he had Laserbeak.  It was time to leave.  He didn't care that dragging Megatron's massive weight was breaking his own frame, and he didn't care about Starscream's baffled expression and profanities when he opened the ground bridge in front of them.  All of his worst memories came from Iacon; he would never go back if he could help it.  He was done with this place, and everything it involved. 

In his spark, he bid a silent goodbye to Rumble and Ravage, then stepped through the portal.


	36. Doubt

**Summary for the Chapter:**

> With their loss in Iacon, Soundwave's faith in Megatron is lower than it has ever been. It couldn't possibly get worse, could it?

In the end, it took Soundwave a few days to piece together what had happened.  The Battle of Iacon had been a forest of unending chaos; it was difficult to find any one mech who had a clear view of the exact chain of events, even prior to Metroplex’s arrival.  But through multiple survivor accounts, he was able to paint a vague picture of the horror.

According to Blast Off, Bruticus had split the moment Metroplex made his grab for Devastator.  The separated Combaticons had then hopped into the shuttle’s hold and fled full-speed, back to the base, getting around the loyalty program’s insistence they stay and fight, by using the excuse that most of the team wasn’t supposed to be there in the first place. 

Deadlock hadn’t been anywhere near the Titan at his arrival, and had kept fighting Autobots valiantly despite the encroaching behemoth, until he realized that there was no one left  _to_  order a retreat.  And once his unit had finally given up the fight and made their escape, the Wreckers were there at the city limits, lying in wait.  Only three mechs from Deadlock’s unit had survived, including Deadlock himself, and they were all in the medbay with severe wounds.

There were stories like that all around.  Scattered front liners and Seekers had tried to valiantly take down the biggest threat on the battlefield, and fell en masse.  Due to the disorganized nature of the retreat, many hadn’t even begun to flee until it was too late.  And even for those who  _did_  manage to escape, there was an entire city of hostile Autobots between them and respite; there were no ground bridges to pull them out this time.  The overall mortality rate was high.  Amongst Vehicons alone, it was at ninety-four percent.

As the days passed, the communications blackout caused by Metroplex began to fade, allowing a handful of distress signals to get through, and Soundwave sent out bridges for the calls he received.  In the end, fewer than ten bots were pulled from the ruins. 

While the number of dead was high, the number of wounded was even higher, and their chief medical officer, as well as a number of their top field medics, had perished on the battlefield.  At this point, the Decepticons were pulling any mech with a working knowledge of Cybertronian anatomy to tend to their overflowing med wards, including engineers and interrogators.  And still, those with lesser injuries were turned away.  Soundwave himself hadn’t bothered seeing a medic.  His injuries were either minor enough that self-repairs would do the trick, or, in the case of his audials and cables, so specialized that only Shockwave himself knew how to properly repair them.  He had been sent for, of course, but now, more than ever, the steady production of EN+ was vital.  It would take some time yet before Soundwave was fully repaired.

Which left him free to attend council meetings in lieu of Starscream, who was still very much confined to a medical slab.  Wing repair was a time-consuming process, and that was disregarding the rest of his injuries, apparently more severe than Soundwave had noticed.  According to Knock Out, it was a miracle that he’d been able to walk at all.

Soundwave had been away from council meetings for a long time.  He’d seen their face change time and again over the years – from a handful of fresh revolutionaries gathered together in an underground bar, to a crowded coliseum waiting room overfilled with officers, to a handful of tired-eyed mechs patched in from far-off lands.  Today, there were ten attendees total, including four Combaticons, Sky Quake and Dreadwing, and two technicians – Glitch and Amp were their names – fresh officers to begin replacing the many they’d lost.  The war room, of course, had been built for many more.  The overwhelming emptiness in today’s session made it all the easier to see just which faces were no longer here.

No doubt, Lord Megatron found the sight very sobering indeed.

And if not, the words of his followers surely did.  Onslaught in particular was doing an excellent job of criticizing Megatron’s around his loyalty coding.

“As a direct result of our decision to invade Iacon, Decepticon membership is at an all-time low.  Vehicon production is on pause, as our engineers have been called to replace our numerous fallen medics.  EN+ production is down, and all available supplies have been diverted to medical attention.  We are unfit to invade any further Autobot territories, and will be for – I’d say a decade, at least.  In fact, we are barely capable of defending  _ourselves,_  should the Autobots find the will to invade us.  Actually, figure in their new city-former, and that ‘barely’ becomes a ‘not at all.’ 

“Were it up to me, I’d be negotiating terms of surrender.  Even  _I_  can’t see a way out of this mess.  May as well end it before the rest of us fall too.  In short, I am left with the impression that, of all of your many  _brilliant_  schemes, choosing to invade Iacon after much protestation from all of your advisors was probably not one of the more brilliant ones.”

Megatron took the information with little response.  His face was passive, his eyes, fixed on the floor.  He was withdrawn, still weak physically from his fall off of a transforming Titan, and emotionally devastated from what was easily the worst defeat the Decepticons had suffered over the course of the entire war.

Even when he did at last speak up in his defense, his voice was eerily timid, lacking any of the conviction that characterized his usual manner.  “I – I couldn’t have known.  No one could have imagined that Optimus Prime would raise a deity.  How was I supposed to know?”

Soundwave’s audial function was stuck sitting at seventy-five percent, but seventy-five percent was more than enough to hear the annoyed huff made by Onslaught, as well as the ensuing gasp of coding-derived pain.  Lord Megatron was too distracted to notice, but the rest of the room did. 

“With all due respect, my Lord,” he said through gritted teeth, “it seems to me that, based on his actions,  _Soundwave_  at least knew of the possibility of this creature beforehand.  Clearly, the chain of events was not quite so unpredictable as you claim . . . I mean, that is how it might be perceived to an outside observer.”  The last part sounded further pained than before – his attitude was going to get him killed by his own brain module, sooner or later.  But agony wasn’t enough to make him quit; Soundwave nearly found his foolish stubbornness inspiring.

“Furthermore, my Lord, it seems to me that one of the chief worries prior to the invasion was in regards to the ancient, quasi-mystical nature of the city.  Many advised that there may be unknown super weapons hidden deep within Iacon, possibly as a last line of defense.  It seems that these predictions, were in fact, correct.”

“We never shoulda invaded Iacon,” Brawl stated, more bluntly.  Apparently, his brain module didn’t catch the disloyalty inherent within the statement.  It must have been nice to be Brawl.

“We would never have won the war without claiming Iacon,” Megatron protested, though there was no fire behind it.  He knew more than anyone, the truth behind Brawl’s claim.  After all,  _he_  was the one who had ordered it.

“I’m afraid our prospects of winning now are even dimmer,” Onslaught retorted without missing a beat.  “In the Battle of Iacon alone we lost – well, I’ll let Soundwave do the numbers,” his expectant gaze shot to Soundwave.

There was a time Soundwave would have been horrified at the prospect of providing data to hurt Lord Megatron, and his own slave coding gave him a warning against it.  It may have even registered, had his mind been more present than it was.  Soundwave physically was at the meeting, listening to and recording every syllable uttered, but though his frame was there,  _he_  wasn’t.  He was nowhere – lost in a mindless haze of phantom pains and Symbionts that weren’t.

He had no problem responding to a request for information.

“Battle of Iacon – Casualty rate: 69%.”

At his left, Lord Megatron winced.  Soundwave couldn’t bring himself to care.

“So high!” Onslaught said in mock surprise.  “Imagine, nearly three fourths of the mechs that went out on that battlefield never came back!  Bludgeon, Astrotrain, Thundercracker, the Constructicons.  It’s a lot of big names we lost this week.  What a shame.”

“That’s enough, Onslaught,” Megatron growled. 

“Yes, my lord,” Onslaught replied, with a sweeping bow.  Even  _he_  couldn’t ignore a direct order.

But Onslaught’s criticisms were replaced by those of Sky Quake, and unlike Onslaught, Sky Quake was completely loyal.

“I have questions of my own.  Many of the deaths sustained were a result of our forces being gunned down as they tried to flee.  Where, I wonder, were the  _ground bridges_?”

Now  _he_  was looking at Soundwave, as were far too many of the remaining officers.

“Soundwave was supposed to stay back on base to operate the ground bridges.  Clearly, they were functional, as he was able to, instead, bridge _himself_  onto the battlefield.  One can’t help but wonder if he would have been better served following –”

“Enough, Skyquake!” Megatron roared.  The passionate reaction caused Soundwave to flinch back to the present, if only for a moment.  Why was Lord Megatron so angry?  Sky Quake was right.  If he’d stayed back on base, he could have bridged everyone out.  Or so he wanted to believe.  Anything to convince himself that, in some other reality, he could have saved Ravage and Rumble.

“I – I apologize, my Lord.”  Sky Quake bowed his head, his remorse genuine.

“I accept the fault for ordering a mission that was, I now acknowledge, ill-advised.  Blame me all you want.  But Soundwave acted as he felt best with the information he had.  He put everything he had, and then some, into making sure that Optimus failed to raise the Titan.  He reinstated our communications against insurmountable odds.  And Starscream informs me that he did set about ordering retreats before communications fell again.  The rise of the Titan is my fault – from ordering the mission, to being unable to kill Optimus when it mattered most.

“You can blame me, but don’t you  _dare_  blame Soundwave!”

Megatron leaping to his defense would have been a relief, were Soundwave in a state to care about such things.  Megatron’s words registered to him with the same neutrality as Sky Quake’s – they were just words.  Some had more merit than others, but what did it matter?  Soundwave continued to stare blankly ahead, not responding to the passionate declaration.

“Sir, if I may?”  That was Glitch.  He’d been one of the technicians left on base after Soundwave had left.  “I’d like to offer an explanation in Soundwave’s defense.”

Megatron offered the broad mech a suspicious glare, but acknowledged the request nonetheless.  “Yes?”

“Iacon went into communications blackout the moment Defensor’s barrier fell.  All transmissions, both within the city, and between Iacon and the outside, were disabled.  Soundwave went in to fix it, and left us clear orders to standby with the ground bridges out here.

“However, while internal communications were reinstated for a few moments, out here, we had no such luxury.  We were ready with the ground bridges, but we had nowhere to send them to, and we likewise had no way of knowing whether they were even required at the time.  We were completely in the dark out here.  The blackout didn’t lift until yesterday morning. 

“I believe that he made the right choice, given the circumstances.”

“Yes, thank you Glitch.”  Soundwave didn’t know why Glitch was so keen on leaping to his defense – most likely it was good old-fashioned sucking up.  Good for him.

“Far be it from me to criticize, My Lord,” Onslaught again.  Evidently, Megatron’s hastily-uttered ‘you can blame me,’ was enough to get around the command to shut up.  “But what exactly is our next course of action?  If it is not your intention to surrender, we will need to act, or else risk a counterstrike at the Autobots’ hands.  I’m not entirely keen on surviving one hellish battle to die in the next.”

“I agree,” Amp added.  “We need to do  _something_.  You’re the leader, Lord Megatron.  Tell us what to do.  Tell us how to fix this.”

“Lord Megatron is wise,” Dreadwing said.  “He will not lead us wrong.”

“Where have  _you_  been?” Swindle countered, before biting off a sharp whimper.

“I am inclined to agree with Onslaught.”

“Of course  _you_  are, Blast Off!”  Glitch laughed.  “The two of you are practically bonded . . . oh wait.  Excuse me.  _Gestalt._ My mistake.”  He was normally so reserved, but it seemed that even _he_ hated the Combaticons enough to gloat.

More arguing.  No wonder the Decepticons couldn’t win.  All their leadership knew how to do was argue.  Megatron couldn’t strategize to save his life, and then when he tried, he refused to accept input from anyone else.  And yet, he had this cult of personality that amassed blind followers by the thousands, willing to overlook his many faults while clinging to the notion that their beloved figurehead was at all a competent leader.

“Enough!” Megatron snapped again, earning the officers’ silence.  “Onslaught is right.  We need to take action if we want to hold onto the chance of winning.”  Despite the agreement, Onslaught appeared strangely irritated.  Once more, Lord Megatron didn’t notice.  “But our ability to act is severely crippled at the moment.  Therefore, I propose active  _inaction_.”

“What’s that?” Brawl ventured.

“We keep ‘round the clock surveillance on the Metroplex – find out if or when it moves, so that we can be prepared to get out of the way.  We’ll take some time off to recover, then come back with a revised plan.  Does that sound agreeable for the moment?”

Nobody objected.

“Good.  Soundwave!”  Soundwave stiffened.  They needed surveillance.  Soundwave was the surveillance drone.  Megatron was going to send Laserbeak.  Soundwave was going to lose Laserbeak.  He couldn’t lose Laserbeak!  Laserbeak was all he had left!  He began to withdraw, without even his own awareness.

“Contact Makeshift.  I want to send him to go undercover in Iacon by the end of the hour.”

The words nearly didn’t register.  Lord Megatron was . . .  _not_  sending Laserbeak?  Soundwave nearly fell prostrate right there, singing praises of their great and generous leader.  Instead, he nodded and opened the communication.  Better Makeshift than someone he cared about.

~~~

Soundwave had taken to visiting Starscream in the medbay these days.  He didn’t really know why.  He’d hated Starscream from the beginning, and he knew that Starscream wasn’t exactly keen on  _his_  presence either, and yet, something compelled him to keep coming back.  Perhaps it was his intention to dispose of Lord Megatron that drew Soundwave, or perhaps it was their shared sense of profound loss.  Or perhaps it was the fact that somehow, these two incredibly different mechs were beginning to understand one another better than anyone else could – certainly better than Megatron these days.

Starscream spent most of his time in stasis, to give his poor, overworked internal repairs a chance to step up.  But when he was awake, he was every bit as much trouble as ever.

“No!” he snapped, slapping away the energon cube a  _very_ irritated Vortex had been trying to fix up to his auxiliary fuel pump.  “I won’t take that swill!  Do you  _know_  what it does to you?!  Enlarged spark, that’s what!  You think I’d stand for such a thing?  Enlarged spark!  Who knows what sort of side effects  _that_  can have?  Let’s ask Brainstorm!  Go on!  Call him down from Trypticon.  You’ll be surprised!”

Vortex tried valiantly under the protocols of his loyalty programming to get past Starscream’s stubborn flailing, but after smashing a third mini-cube, he seemed to decide that it wasn’t worth the effort, and stalked off, his fists clenched tight.

“Good riddance,” Starscream growled.  “Can you imagine what would have happened had he prevailed?”

Images of Ravage, convulsing in his arms were brought forth, only to be vanquished just as quickly.  He refused to believe that the energon transfer itself had been the cause of death.  If the Autobots had killed his beloved Symbionts, he could hate them, fight them, kill them even, if it came to that.  But if Soundwave himself was to blame?  He shuddered, unnoticed by Starscream.

It couldn’t be.

“Whatever happened to the days of Med Grade, I ask you.”  He was staring vacantly at the ceiling.  Soundwave would have thought him delusional were it not for the calm pulse of his EM field.

“So,” the Seeker said again, without prompting.  “I’ve been seeing you a lot lately, is there a reason for this?” 

Soundwave didn’t answer.

“I don’t suppose you’ve changed your mind.  You know, about my offer?”

Soundwave didn’t answer.

“Well, aren’t  _you_  a regular ball of sunshine?”

Soundwave didn’t answer.

At last, Starscream gave his own response to the silent treatment, letting out a strained groan.  “You know?  I always found it creepy, the way you stood around staring at people – not talking, just staring.  And exhausting.  Why don’t you go take your staring somewhere else?  I’ve had quite enough of it for one day.”

That was fine too.  Anything was fine; Soundwave didn't care where he wound up.  He was drawn to Starscream, but he'd do just as well anywhere else.  Why fight it?  Soundwave didn’t so much as nod his acknowledgement, before he turned around and hobbled across the room, away from Starscream.  

It was by chance that he happened to cross paths with Vortex again on the way out.  He was mumbling to himself as he changed the energon input on an unconscious jet.

“Yeah, that’s right.  Ultra-specialized interrogation unit right here – not that you’d know it.  Go spy for me, Vortex.  Create some abominations, Vortex.  Tend to the wounded, Vortex.  Cater to their every whim and gripe and request.  How much more humiliating does it get?”  He finished with the jet and moved on to Deadlock’s fuel pump.

Vortex wasn’t a stupid mech.  He surely knew that Soundwave heard him.  And he knew that Soundwave was supposed to quash insurrections wherever they had the potential to arise.  What he did not know, was that Soundwave was too apathetic to care at the moment.  The obvious grumbling was thus, ignored.

So Vortex spoke louder.

“Funny, isn’t it?  That Starscream won’t take his damned medicine like a good little patient.  I mean, if there’s one thing I  _love_ , it’s being covered in energon supplements.  Especially Shockwave’s 'Elixer'.  Good stuff.  That’s why everyone else is clamoring for it.  Can’t get enough.  Screamer doesn’t know what he’s missing.”

Soundwave didn’t know what Vortex was trying to do, but he also wasn’t invested enough to come back and check.  He kept walking, and Vortex kept talking.

“Why would he opt out?  It’s almost like he thinks it’s  _poison_  or something?”

Soundwave stopped, visions of a tiny, dying frame, wrapped up in his arms, sprang forth once more, more persistent this time – blanketing his thoughts with sorrow and misery.  He turned around, only half-surprised to find that Vortex was still fiddling with the energon input on the fuel pump, though Deadlock was watching him with wide, wary eyes.  It was more surprising that no one else was.  Evidently critical condition patients just didn’t care about conspiracy.

“Poison?” Deadlock whispered, his eyes locked on the fuel in Vortex’s hands.

“Heh, don’t be silly!  If Shockwave’s experimental energon  _was_  poison, we’d all be dead right now!”  He laughed, as though it were all one big joke.  Deadlock didn’t look particularly amused.

“I mean, can you imagine our wonderful, generous, and  _wise_  Lord Megatron replacing his army’s primary source of fuel with  _poison_?  Only an idiot would do that!”

Deadlock fell silent, his eyes focused on his hands.  Soundwave moved closer, wondering what it was Vortex was trying to do.  He knew for a fact that the bothersome rotary refueled on EN+ – all of the Combaticons did.  If he truly thought it poison, then he would have refrained, like Starscream.

Was he trying to discredit Lord Megatron?  He needn’t have bothered at this point.  Faith in their esteemed leader was at an all-time low – especially in  _this_  particular room.  Unless he was looking for defectors.  Or, knowing Vortex, a reaction.

“Nah, don’t worry Deadlock.  The Elixer isn’t poison.  It’s just a highly-addictive stimulant that decreases energy consumption, specifically by engorging the spark, causing  _it_  to produce more on its own – which, in itself leads to such side effects as irritability, increased aggression, difficulty focusing, and, my personal favorite, a feeling of euphoria.  Oh, and probably eventual spark burnout, but we’ll probably all be long dead before _that_ becomes an issue!”  It was disgusting just how cheerful he sounded as he spoke of such things.

Deadlock was less amused.  “W-what?”

“Hmm, come to think of it, it’s probably not the best thing to feed to critical condition mechs . . .”  He stared for a long moment at the mini-cube in his hands, before returning to his original task of securing it to Deadlock’s auxiliary fuel lines.  “Oh well!”

“Wait!  What do you mean ‘oh well?’” Deadlock struggled to feebly slap the cube away.  “I don’t want that anywhere near me!  It can’t – I can’t believe . . .”

“Oh come now, Deadlock.  Who cares about the side effects?  It’s  _fun_ , right?  Like circuit boosters!  And I  _know_  how much you love circuit boosters!  I seem to recall there was a time you’d do anything to get your hands on ‘em, am I right?  Or was that Syk?”

“Shut up!  Shut up, shut up!”

Other patients were beginning to stir now.  Some whimpered and moaned, others cried out for more energon – it was a terrible atmosphere.

“Vortex,” Soundwave interjected, striding forward at last.

“Yes, oh enigmatic one?”

“Desist.”

“Desist?”  Vortex drew out the word, grinning broadly.  “Sounds like  _somebody_ wants to hide the truth!  Everybody’s got a right to know that high command got them all addicted to yummy circuit boosters, dontcha think?”

More mechs were stirring, awakened by the ruckus.

“High command did what?” asked one drowsy voice.

“Circuit boosters?”

“Is that true?”

Soundwave didn’t particularly fear a riot from a bunch of mechs that could barely sit upright, but they wouldn’t be down and out forever.  And  _then_  there would be some problems.  Defectors.  Saboteurs.  He needed to run damage control before the situation got out of hand.

Yeah right.

He was ill-equipped to do much more than spread propaganda and mimic the words of mechs far more charismatic than he.  And truth be told, he couldn’t be bothered at the moment.  Rather than fight off the accusations, he wrapped his good cable around Vortex’s upper arm, and began dragging him from the medbay.

“Hey!  What’s this?  The action of a totalitarian regime?  I thought  _we_  were supposed to be the good guys!  Where’s this oppression coming from?!”  He made sure to be as loud as he could be, even as he came more-or-less willingly.  Soundwave wasn’t sure how many would take his words to spark, but it wasn’t something he wanted to think about at the moment.

“Noisy,” was the only explanation he gave as he escorted Vortex from the room and into the hallway, closing the medbay doors behind him.  Once there, Vortex instantly calmed down, folding his arms over his chest more like a petulant protoform than the victim he’d pretended to be seconds before.

“You can let go now,” he sighed.  Soundwave did not.

“Inquiry:  {{ It’s just a highly-addictive stimulant that decreases energy consumption, specifically by engorging the spark }} : truth?”

Vortex cocked his head, as though surprised that _this_ was what Soundwave chose to focus on.  “Err, yeah.  It’s true.”

“Verify.  Information acquired: how?”  He didn’t think Vortex was lying, but it was Soundwave’s job to know everything.  How could he have missed such an important detail?

“Aw, don’t feel bad, Boss.”  Soundwave tensed at the nickname.  “Found out pretty recently myself.  Some of it was from Shockwave’s crew, some was Starscream muttering in his sleep, some of it was inference.  I’ll leave  _you_  to guess which is which.  Let go now?  That’s uh, that’s actually starting to hurt.  I mean, I don’t mind, but . . .”

For the first time, Soundwave turned his attention back to his cable.  It had wound itself tightly around Vortex’s arm, enough so to dent the plating there.  He didn’t see fit to apologize, but he  _did_  relax his hold.  He shouldn’t have let Vortex upset him as he did, and yet, the proof of his own lethal incompetence was impossible to ignore.

Soundwave had failed.  Spectacularly.  He half wished there  _was_  a revolt, so that someone would take his miserable self out.  What a joke.

“What is this?” 

And of course, now arriving on the scene was the one thing that could make this situation worse.

“Soundwave, is he bothering you?”  There was a threat in Megatron’s voice, aimed at the now tense and trembling copter.  Soundwave didn’t know how to feel about that either.  Before the Battle of Iacon, Lord Megatron had been ready to murder him in cold blood.  Now?  Now, he defended Soundwave from all affronts.  Even if losing so drastically  _had_  shaken him back to reality, it hurt to keep up with Lord Megatron's changing moods and motivations.

Soundwave released Vortex’s arm, and instead turned to face Lord Megatron, playing the same clip he’d mimicked for Vortex moments before.  If _he_ hadn’t known, then Lord Megatron  _surely_  hadn’t.

Fiery red eyes flashed to Vortex for a moment, before returning to Soundwave, enraged, and then, sorrowful.  Megatron’s frame drooped in his defeat.  “I . . . I see.  Very well.  I shall speak to Shockwave.”  Soundwave still couldn’t hear each and every sound that Lord Megatron’s frame produced; he wondered then, how much more pronounced his weariness would have been, had his audials been operating at full capacity. 

“Vortex, you are dismissed.”

“Yes Sir!” he saluted and scurried off around the corner, out of sight.  Soundwave patiently awaited his own dismissal in turn.  But it never came.

“Soundwave, I wish to speak with you.  Come with me.”

Soundwave didn’t move.  He didn’t know why.  Megatron had given him a direct order, and his coding screamed at him with all of his might, yet still, his legs failed to budge.  It took Lord Megatron a few good steps before he realized he wasn’t being followed.

“Soundwave?”

Soundwave shook his head.  He didn’t want to be alone with Lord Megatron right now.  If their last few encounters were any indication, a solo meeting with Megatron would only end in further suffering.  But there was a room full of suspicious patients on the other side of the doors, and Soundwave was pretty certain that Vortex was eavesdropping on their conversation from around the corner.  Nope.  Soundwave was fine right where he was.

“Disobeying me?”  His anger melted away to curiosity quickly enough, as the further meaning behind Soundwave’s behavior sank in.  “Is the slave coding still active?”

Soundwave nodded.

“Then you are fighting it.”

Again, Soundwave nodded.

“Excellent, Soundwave!  The good news is much-appreciated.  If the code had been weakened enough for you to resist it, then perhaps we can delete it altogether.  I have a new order for you.  Rid yourself of the slave coding, whatever it takes.  It is a despicable program, and I do not wish to see you under its influence again.”

Soundwave doubted that would work, but he took it to spark nonetheless.  Maybe if he had orders to ignore the little voice in his head, he would no longer feel so compelled to obey it.  Already, he was feeling a powerful urge to repay Megatron for all the pain he’d forced him to suffer while incapable of fighting back.  Or perhaps that was just emotional absence.

What did he care?

“Of course,” Megatron continued, “that was not the reason I came out here.  The matter I wished to speak to you of was more . . . personal.  I can understand your reluctance to find yourself . . . alone with me right now,” he sounded pained as he said it, as though the thought of what he’d done to Soundwave hurt him more than the _actual_ damage he’d inflicted. 

“But I do not wish to speak of this in public.  Please, Soundwave.  Come this way.”

He shouldn’t have obeyed.  The coding was strangely silent at the request, and at Soundwave’s own reluctance to follow it.  And yet, somehow, either the repetition or the good manners or the planets suddenly aligning saw fit to have Soundwave do as he was told.  He hesitated, just long enough to show Megatron that he was still in control, then followed him into an empty side room.

The door slid shut behind them, though Soundwave remained close to the exit, in the event he needed a quick retreat.  His positioning did not escape Megatron's notice, who had himself slumped over to rest on a storage container.  Soundwave thought he heard a mumbled  _‘I deserve it_ ,’ from Megatron’s direction, but it was hard to be sure.

Silence reigned over the room for a long moment, just two mechs, once so comfortable in one another’s presence, now guarded, careful.  The juxtaposition was painful to dwell on.  What had happened to them?  There was once a time when the prospect of being alone in a room with Megatron would have had his spark soaring and his energon racing.

There was once a time when Soundwave had  _five_  Symbionts.

“I don’t suppose there’s anything I can say to make this better,” he sighed, more to himself than to Soundwave.  “I’m certain I’ve wasted my chances long ago.  And you, no doubt, don’t care to hear an explanation of my behavior.  You know why I did what I did, and that doesn’t change the fact that it was inexcusable.  I don’t ask your forgiveness, nor do I want it.

“Ravage is dead because of me.  Rumble.  Buzzsaw.  Frenzy.  It all comes back to _me_.  My arrogance.  My blindness.  Every selfish action I take returns to hurt _you._   I know this.  And I know it’s a small miracle that you are even here right now.”  He laughed bitterly, again to himself.

It had been a long time since Soundwave had been privy to one of Megatron’s infamous ‘spark-to-sparks.’  His Symbionts had always hated them – had thought them manipulative and transient.  But Soundwave had enjoyed each and every one.  Every beautiful lie, as Megatron laid himself bare, swore his love to Soundwave, only to turn around and mistreat him again and again and again.  And Soundwave, fool that he was, fell for the magic of Megatron’s words every single time.

But today he felt cold.  There was no flutter in his spark, no hint of compassion or pity.  Far too much had happened in these last four hundred years for Soundwave to be so easily won over.  And Megatron, laying his spark bare once more, seemed small and callous. 

He was beginning to see things Starscream’s way.

“But you  _are_  here right now, and that means a lot to me.”  True, it was because he’d been  _ordered_  to be here, but he supposed there was, at least, the smallest bit of merit to that. 

“After everything we’ve gone through – four hundred years of war, and unfathomable losses, and  _me_ , stripping you of everything you are, everything I admired, everything I worshipped, until my love turned to hate – not for you, but for  _me_ , that did such things to you . . .  You’re still alive, you’re still a Decepticon, you’re still  _here_.  And I want to know.  Why?”

Why?  Soundwave was asking himself the same question.  He didn’t fail to notice how Megatron had made Soundwave’s suffering about  _him_  again, but he let it slide.  It was impossible to expect any better from a mech that commissioned three-hundred foot tall statues of himself, or forced his subordinates to call him 'master.' 

“Answer: unknown.”

Megatron looked up from his lap, to fix a scrutinizing stare on Soundwave.  Whatever it was he was looking for, he didn’t seem to find it.  “I see,” he sighed, hoisting himself back to his feet and crossing the room towards Soundwave.  But Soundwave’s own retreat, back towards the door stilled his approach.

“I apologize.  I’ll keep my distance.”  He returned to his crate.  “I just – I’m going  _mad_  without you.”  And that shouldn’t have been Soundwave’s problem.  Why did  _he_  have to be accountable for Lord Megatron’s state of mind?

“I’m not blaming you, Soundwave,” he said, as though reading Soundwave’s thoughts.  “I shouldn’t have to rely on  _you_  to control myself.  But I do miss you.”

Soundwave didn’t need super hearing to know that was the truth, but what did it matter? {{ You're not Soundwave; Whatever you are, get out of him!  Give him back to me! }} 

Megatron winced beneath the force of his own vocal assaults.  “I understand.  I was foolish to expect you to listen.  I don’t deserve your attention.”

And there was the classic guilt trip.  Once the glossy veneer had been wiped away, it was so easy to see Lord Megatron as his Symbionts had, to see their disgust with his own eyes, to see the things that Optimus Prime had so vehemently claimed were true of him.

Why did he follow Lord Megatron?  He had no reason for it.  Not anymore. 

“Inquiry: purpose of encounter?” Soundwave asked, after a moment’s hesitation.

Megatron’s reaction was immediate, hanging his head and doubling in on himself, like some timid newspark.  The unusual reaction _did_  invoke a sense of curiosity in Soundwave.

“Lord Megatron?”

“Your spark’s been fractured.  My fault, I know.  It’s damaged, has been ripped into tiny pieces again and again and again.  And your Symbionts – the pieces of you big enough to sustain your failing spark, are gone, save for Laserbeak.  I don’t know if your current aloof state is caused by emotional duress or is a physical reaction to the shattering of the sparkbond, but I know that what I’ve done to your  _soul_  is unacceptable – and I shall endeavor to fix it, to give something back to  _you_  for a change.”

Soundwave stiffened.  He surely wasn’t proposing what Soundwave thought he was?  He wouldn’t dare!

“This isn’t a romantic spark bond.  You are under no obligation to stay with me – I can understand if you can’t stand my presence anymore.  I just – I’m sick of seeing you hurting.  You've done so much for me, given your  _spark_  to me in so many ways, suffered for my cause, and you’ve been left fragmented and weak, while here I am – my spark whole, pure, strong.  I want to help you.”

Instinct told him to refuse, but something deep inside liked the prospect of Lord Megatron being the one to defile his _own_ spark for the cause this time.  But the means of doing so were a little harder to understand.  If it wasn’t a romantic spark bond, then what was it?

Again, Lord Megatron proved himself a mind reader.

“You are under no obligation to accept, but . . .” he trailed off, struggling for the explanation that hung just out of reach.  “Look, we are fliers – the coding that makes us so is modified from that of a Seeker.  And Seekers . . .”

Trine.  Vosian Seekers were synonymous with the trinity.  They did  _everything_  in threes.  They lived in Trine, fought in Trine, flew, and slept, and shared their sparks, all with their Trine.  It wasn’t hard to see where Megatron was going with this now.  The only surprise was just how little Soundwave cared.

“Well, Starscream just lost his Trine.  The two mechs that are most important to me suffered severe damage to their sparks in that last battle.  And I want to help them.  My coding  _calls_  for me to help them.  And I think . . . I think it might help you, if you are willing.  I know you don’t like Starscream very much, and you probably  _hate_  me, but . . . if you want to.  And if Starscream agrees . . .”

Soundwave should have been offended by the prospect.  The notion of sharing his spark with  _Starscream_ , of all mechs should have left him disgusted and angry.  And that was to say nothing of his current feelings regarding Megatron.  And yet, Soundwave felt neither anger _nor_ disgust.  What he felt was a deep and sorrowful sense of longing. 

Once upon a time, he’d had five mechs, five  _sparks_  all living within him.  He’d never been lonely, never wanted for comfort or understanding, even through the hell that had been his upbringing.  His purpose had been his Symbionts, and their purpose had been  _him._   But now?  Now it was down to one – one broken little bird, and thousands of mechs so fractured, they barely qualified as alive.  For the first time in his life, Soundwave was lonely.

And Megatron had blown past the hate and betrayal, and offered Soundwave the one thing he needed right now, more than anything else.

“I’m sorry,” he said after a moment, still timid and unsure to an unsettling degree.  It shouldn’t have been endearing.  Soundwave was no longer so smitten with Lord Megatron to find beauty in his weakness, in his flaws.  And yet . . . 

“You’ll be wanting time to think, perhaps.  You don’t have to answer now.  You don’t have to answer at all.  It’s . . . it’s just a thought I had.”  He made sure to give Soundwave a wide berth as he approached the door, and offered every opportunity for Soundwave to move out of the way.

But Soundwave didn’t.  Lord Megatron stared down at him, eyes fixed on that blank visor, waiting patiently, to see what Soundwave would do. 

Had he been as smart as everyone believed, Soundwave would have taken the chance to kill him.  All Lord Megatron ever did was hurt him, and he would continue to do so in the future, no doubt.  He was self-centered, unstable, prone to violence and delusions of grandeur.  And he would doubtless lead the Decepticons to their destruction.  But right now, Lord Megatron was what Soundwave had.  And he would make do with that.

“Proposition: accepted.”

 


	37. Convenience

**Summary for the Chapter:**

> The Trine has been formed. It goes about as well as Soundwave expected.

**Notes for the Chapter:**

> This is definitely the best time to read a heavy, politically-oriented fanfic. Or write one. Yay, escapism!  
> . . .

It was more formal than he’d been anticipating.  There were no lingering touches or roaming hands — it had been a long time since they’d last interfaced, and he could feel Megatron’s hunger washing over him, even before their sparks merged, and yet, it seemed he was reluctant to push Soundwave farther than he was comfortable with, a fact which Soundwave was grateful for.  Truth be told, as much as he’d once loved interfacing with Megatron, their last brush with the act had left him more than a little skittish.  If they ever did come together again, it would require time and some sort of miracle.

The embrace was unavoidable, and somehow, not unappreciated.  Megatron’s arms, wrapped tightly around his frame, awakened long-forgotten memories, of peaceful moments spent lying together, close and content — a great break from the havoc of war.  Despite his emotional reservations, he couldn’t help but melt into the touch, falling limp against the mech that had once been his great pillar of strength.  It was just like being home.

But when Megatron’s chest plates slid aside, revealing his spark, Soundwave’s reaction was to shy away.  He was willing.  He _wanted_ this.  And yet, feeling the warm light against his frame brought to mind the last time he’d had cause to see Lord Megatron’s spark.

_Scarred lips twisting upwards, Lord Megatron's chest plates flying open, his frame, bearing down on Soundwave, his spark drilling into Soundwave's own – Soundwave's thoughts, Soundwave's soul, Megatron's._

_No!_

Megatron did not try to prevent his escape.  His arms fell slack, allowing Soundwave to fit some space between them.  Freed of that warm embrace, the world came crashing back to him — merciless, lonely, empty.  The air of Megatron’s spacious quarters felt ice cold on his plating, the clatter of his own frantic feet on the solid floor echoed again and again in the emptiness;  from the direction of the recharge slab, Starscream’s calculating red eyes bored through him, judging.  

Starscream was here.  Starscream was here watching this most intimate of moments, a moment that should have been his and Lord Megatron’s alone.  Starscream had received privacy as he and Megatron merged their sparks, but Soundwave didn’t get that luxury.  It was his own fault.  He’d noted that it was more logical for Starscream to remain, as the two of them would have to complete the link once Megatron’s role was finished.  He was regretting the decision, as panic took over.

What was he doing?

“It’s okay Soundwave.  You don’t have to, if you do not wish to.”

Megatron’s voice washed over him, a solid force in the swirling frenzy of Soundwave’s perception.   _This_ was the Megatron he’d fallen for.  Why couldn’t he behave like this all the time?  If only they could run away from the war, just the two of them, to live out their days in simplistic harmony, while they still had their lives to them.

His spark calmed, as his imagination drew up long-forgotten fantasies of the life he’d always meant to lead once the war was over.  Tranquility and tenderness and love, like he could only dream of — if he clung to the illusion, he could survive this.  He needed to believe, he needed to be whole again, he needed to feel alive.  Tentatively, he stepped back into Megatron’s grasp.

He was grateful that Starscream had enough restraint to not say a thing.

Megatron’s spark shone in front of him like a brilliant beacon, calling him home.  Home.  Home to that decrepit shack in District Twelve, to the recharge slab where Soundwave had gifted Megatron with his designation, where they had laid together for hours, peaceful and happy.  Would that he could return to those days.

His own spark chamber slid open; he could feel the draw of Megatron’s spark, reaching out to him, and pulling him in in turn, and Soundwave allowed himself to be led.  They were connected, consciousnesses melding, Megatron’s bright, powerful spark rushing in to fill the void within Soundwave with raw forceful  vigor, while Soundwave offered up his own – frayed, fractured thing that it was.  It was shameful, that Megatron, for the first time, was hit with the full realization of just what Soundwave had sacrificed for his war.  Soundwave could feel pity trickling through him; he hated it.

But it was short-lived.  A romantic sparkbond would likely have lasted longer, saw both parties lost in overload, to cement the love they shared.  But this was business.  This was the sort of relationship that most Seekers were born into; their coding directed them – leading them through the processes, the motions, the depths to which they were allowed to fall into one another.  They were one.  They were Trine — Starscream’s own spark echoed as a distant shimmer of emotion on the far side of Megatron’s.  The bond was not yet complete, but already Soundwave felt so filled.  Even without passionate touch, the sensation was nearly enough to invoke overload.

Soundwave’s frame fell slack as they disconnected from one another; it was only Megatron’s firm hands that held him upright.  Again, he felt shame.  He didn’t want Megatron’s pity.  He didn’t want Megatron to save him.  He wanted Megatron to be awed by him, as once he had.  Or to feel nothing at all towards him.  Too late for that, he supposed.

“You did well,” Megatron breathed, softly enough that only Soundwave could hear.  It was patronizing, but he’d take it.  At least it was positive attention now.

Primus, how easily he caved to kindness.  Was this the sparkbond, digging its way into his mind already?  He’d felt so apathetic before.  He could _remember_ his disgust at Megatron’s every action, only a week ago.  Surely he couldn’t have changed so much in such short time?

“Let’s hurry up and get this over with.”  Starscream had crawled from Megatron’s recharge slab, reaching out for Soundwave with thin, elegant arms.  “I don’t want to think about this any longer, because the longer I think about it, the more I come to the conclusion that it's a _terrible_ idea.  Another minute, and we’ll end with a broken bond, and that’s not good for _anyone_.”

Soundwave was reluctant to leave Megatron’s grasp, but he too, had no desire to draw out the inevitable.  He shook off Megatron’s steady hand and approached Starscream, meeting him halfway, his spark already bared.

It felt quick, much more so than his melding with Megatron.  Starscream clearly had experience in this sort of bond, and his own distaste for physical contact, let alone _spiritual_ with Soundwave had him in a hurry.  Their sparks touched, Starscream pouring sour spite into Soundwave, the last thing that Soundwave needed.  He shot back his own bitter, broken, emptiness, creating a feedback loop — icy fuel lines, nauseous tanks, unpleasant memories and biting pain, and somewhere, buried beneath it all, the smallest bit of understanding, over and over again, until at last they were done, prying themselves apart.

Apparently they’d collapsed back onto the recharge slab at some point, Soundwave sprawled out over Starscream’s slender frame.  He felt disgusting.  If the strength Megatron had flooded him with had been exactly what his exhausted spark craved, then Starscream’s hostility had been the opposite.  Somehow he felt worse than he had when they’d began.  

And that wasn't the most shameful part.  From Megatron’s end of the bond, he felt a flicker of arousal.  There were no thoughts to accompany it, but a second glance at his own position made clear exactly where _those_ feelings were coming from.

He rolled off of Starscream with more haste than was strictly necessary, and Starscream scurried out from beneath him at the same time, both radiating disgust.  Again, it was something they shared.

“Apologies,” Megatron said, with a deplorable laugh in his voice.  “I am unused to the way this works.  You’ll forgive my more, _carnal_ impulses.  And really, can you blame me?”

And there it was, that same distaste for everything Megatron did and said these days, creeping back in full force.  He wasn’t sure how much of that was himself, and how much was coming from Starscream, but the feeling was certainly far more pronounced than he was accustomed to.  He’d shared his spark with others from the moment he first came online, but never before had he held a bond quite of _this_ nature.  Megatron and Starscream both were powerful forces of personality — he could feel them loud and clear through the bond, nearly enough to drown out his own feelings.

“Ugh,” Starscream groaned.  “I forgot how bad it is at the beginning.”  He hopped to his feet, pleased to take command for once.  “Emotions ring powerful at first, until we get a better sense for how to keep them in check, how to work as a unit, and so on and so forth.  You’ll get used to it soon enough.  In the meantime, do _try_ not to feel so loudly, _Master_.  It’s bad enough that I have to share you with Soundwave.  I’d rather not share _myself_ with him any more than I have to.”

And that was truer than Megatron could have realized.  Starscream didn’t want to be here; that much was clear, even without the bond.  Any love _he’d_ once held for Megatron had been doused out over the centuries, leaving the barest embers in its wake.  Pit, he’d been planning to _kill_ Megatron just a week ago, and chances were he hadn’t dropped that plan yet.  

But more than his hatred of Megatron was his hatred of being alone.  Starscream was not so different from Soundwave.  He’d been connected to other mechs for all of his life, and in one horrid moment, they were gone, and he was left empty.  It seemed that Starscream was here, hoping for a chance to feel whole once again, damn the consequences.

It was just one more thing the two of them had in common.

~~~

Having a Trine was less like having Symbionts than Soundwave had expected.  Ravage, Rumble, Frenzy, Buzzsaw, and Laserbeak had all been a part of him – he’d felt them within his spark, could communicate with them, _longed_ to be near them, and grew anxious when they were apart.  That part remained the same.  But Symbionts were _fragments_ of himself – tiny, fragile creatures that depended upon _him_ for their survival.  A Trine was a bond between three individuals intended to be of, more or less, equal standing.

They _didn’t_ need one another for survival — the presence of Trinemates was a comfort, not a necessity.  He didn’t find himself drained if he didn’t see Starscream for days at a time (the opposite rather), and when his Trinemates were out of sight, he did not find himself fretting over their whereabouts and safety.  They were perfectly adept at taking care of themselves.  In a morbid way, he quite enjoyed having the peace of mind.  And he still had Laserbeak to keep him company when the others weren’t around — the last remnant of his old family, and one that was all his own.  Perhaps the bond was too distant, or his own spark too fractured, or maybe it was just how these things worked.  Whatever the case, neither Megatron nor Starscream felt any connection with his last Symbiont.

Of course, the transition wasn’t all smooth.

A trine may have functioned on the assumption that all parties were fully-operational grown mechs, possessing the capability and mental wherewithal to act on their own.  But they still had leaders.  Starscream had been the leader of his own Trine.  And Soundwave too, albeit to a lesser extent, was accustomed to being the commanding force when it came to matters of his sparkbond.  But it was Megatron that stepped into the role.

Soundwave followed willingly; he always had in the past — there was no sense in changing at this point.  And while an alien experience, the sensation of having a superior spark urging him into going places, and doing things was not too divorced from the slave coding that had long whispered in his audial, only more gently this time, _always_ gently.  It was easy to forget the slave coding existed when Lord Megatron’s presence rang so strongly within his spark, informing his very being what was expected of him.  It was . . . easier, he supposed.  And unlike the fully-activated coding, he at least felt as though he _could_ oppose Megatron’s will, if he desired.  But so far, there wasn’t much to oppose.  For _him_ at least.  He simply had stopped caring.

Starscream, on the other hand, had different ideas.

“You’re abandoning _another_ mine, Master?!  Are you _serious_?!  We have an army slowly becoming aware of their addiction to Decepticon-approved circuit boosters, and you’re cutting off our only alternative to get them off!”

“The mine was dry, Starscream.  I had no choice.”

Or:

“Is it really wise, Master, to keep producing Vehicons?  They’re a low drain on resources, but a drain nonetheless, and we’ve already learned that they’re not incredibly useful in battle.  At times like these, I nearly miss the she-spider.”

“We’re spread too thin, Starscream.  The extra eyes need to come from somewhere.”

Or, most importantly:

“Why do you insist on taking point if you’re going to fly so slowly?  I know Soundwave is slow, but not half so much as you seem to think he is.  If we drag any harder, we’re not going to be able to maintain altitude.  Seriously!  You’ve had a flight frame for four centuries!  How did you never learn to fly  _properly?!”_

Starscream had always led his Trine in the past – his base coding pressed him to lead now, regardless of Megatron’s military position.  Or possibly because of it.  The birth of the new Command Trine had filled the gaping void the deaths of his brothers had caused, but it didn’t erase his doubt and mistrust in their leader.  Soundwave could  _feel_  the disdain brewing within him, telegraphed directly to his spark, and if he knew it, then so too did Megatron.

The honeymoon period hadn’t lasted long, if it had in fact ever existed at all.  Soundwave felt alive again, yes, but with so much mistrust and loathing filtering through him from both directions, he nearly wished that he didn’t.  The action that had been meant to save their failing relationship may have well-sowed the seeds of its destruction.  It was a dark time for Decepticon leadership.

And it was a dark time for the Decepticons.

By some mercy, the Autobots had yet to stage a full-scale retaliation for Iacon, but their Wreckers still skulked around in the shadows, seizing mines and factories, or, barring that, simply blowing them sky high.

At one point, Swindle had even suggested throwing the last of their energy into supporting Shockwave’s on-hiatus space bridge repair, as the possibility of surviving on Cybertron itself was growing grimmer by the day.  But Lord Megatron refused.

“So long as a single Autobot remains on our homeworld, I will be here to stop them!”

And that was when the defections began.

Not everybody left, of course.  Despite his terrible leadership, Lord Megatron still had world-shattering charisma.  Among officers and foot soldiers alike, he would always have his supporters – delusional, powerful, and ever-loyal.  Not that Soundwave could judge.  He was still here too, after all, and unlike Starscream, he couldn’t claim ‘damage control’ as a reason for it.

Deadlock was the first officer to leave.  Up and disappeared from his medical slab without a word to anyone.  And if that wasn’t a bad sign, Soundwave didn’t know what was.  Deadlock had always acted as an indicator of morality amongst the Decepticons.  He was the first to protest at every line Megatron crossed.  It seemed that getting his army unknowingly addicted to a powerful drug was one step too far for him. 

Megatron was angry, of course, but consolable.  Officer though he’d been, Deadlock was not irreplaceable.  A few rounds of laying into Starscream were enough to calm his own spark, while leaving Starscream a miserable, broken wreck and Soundwave completely and utterly horrified.  He’d always been privy to their shady goings on in the past – so long as they made noise anywhere near him, he heard.  But never before had he been privy to their personal states of mind throughout – Megatron’s sadistic wrath, and Starscream’s conflicting emotions of fear, pleasure, and loathing.  Why had he thought tying himself to two most mutually-destructive Decepticons in the army to be a good idea?

When the Combaticons up and split, however, Megatron was not so easily pacified.

“What do you mean they’re ‘gone?!’  They can’t be gone!  I  _need_  them!”  It was perhaps fortunate that Starscream and Soundwave were the only bots privy to his meltdown.  He’d meant for a small council meeting between himself, Swindle, and Onslaught, to discuss possible alternatives to the renewed energon crisis.  The latter two, however, had never shown up, and a quick contact attempt showed that, not only had _they_  gone dark, but they’d taken Vortex, Brawl, and Blast Off with them.  All on Soundwave’s watch.

“This is  _your_  fault, Soundwave!” he roared, whirling on Soundwave, smacking him across the room with a practiced swipe of his claws.  Soundwave was undamaged; Megatron had held back at the last moment – even in a fit of pique, he didn’t  _want_  to hurt Soundwave, but that didn’t lessen the pain of betrayal.  Soundwave had failed Lord Megatron – that alone, sent a burning shame coursing through his frame, a shame that rightfully shouldn't have existed – wouldn't have a few weeks ago!  But worse than the false sense of remorse was the knowledge that Lord Megatron had turned on him.  The bond was supposed to repair their shattered relationship – return him to a time where Lord Megatron honestly and unconditionally loved him.  This wasn’t supposed to be happening!

“Fault: acknowledged,” he explained, frantically seeking the words to redeem himself.  “Explanation:  Time – 22nd cycle, sixth Dixosol, tenth lunar cycle, five hundred sixteenth stellar cycle, third chord: Onslaught – requested bridge to training facility in Tarn.  Purpose:  improve cohesion of team Combaticon, and functionality of Combiner: Bruticus.  Request: approved – 24th Cycle.  Arrival at training facility: 25th Cycle.  Equipment: unlogged.  Facility Surveillance: erased.”

Megatron’s face darkened with each successive word, until finally he’d had enough, cutting Soundwave off altogether.  “We  _need_  them, Soundwave!  This isn’t Deadlock.  This isn’t a handful of grunts.  This is my head strategist.  This is my head of economy and finance.  This is one of the few remaining mechs we have with any medical expertise.  And one of the few we have left capable of reaching escape velocity.  Not to mention our  _only_  remaining gestalt.  And you let them casually wander off?!”

“How  _did_  they wander off anyway?” Starscream mused.  It seemed he’d reached his schadenfreude quota for the day, and was ready to step in.  “I thought they had chips in their head to keep them subservient to  _you_.  Last I checked, they needed special approval from on high to so much as set a foot off base, and now they’ve somehow managed to  _defect_?”

“They’ve come up with ways to get around the coding before,” Megatron growled, causing Starscream to cave in on himself, stumbling backwards with the fear of another impending blow.

“Err, yes, well – that’s true, I suppose.  But I think intentionally  _defecting_  might be a bit extreme for –“

{{ Rid yourself of the slave coding, whatever it takes. }} 

Megatron and Starscream alike took pause, their eyes falling on Soundwave as the meaning behind his words sank in.  The corners of Starscream's mouth twisted upwards into the barest hint of a smirk.  Megatron was less pleased.

“I never told them to delete their coding.  Besides,  _you_  can’t even wipe your damn slave program.  I’m expected to believe that –“

“Vortex: in audial range of command.  Command – designee: unspecified.  Vortex: medical expertise – frame construction: qualified, processor coding: qualified, brain module function: proficient.  Speculation: –“

“You’re telling me that little  _rat_  managed to interpret my command to  _you_  as a command to rid  _himself_  of the coding, which he somehow had the ability to do, and then proceeded to repeat the action on his own team, so that they could all flee – on  _your_  watch.”

“. . . Probability: 83%.”

Megatron tensed up, as though another violent explosion was soon to follow; Soundwave was already bracing for impact.  But just as soon as his anger came, it too vanished.  His frame slumped over in defeat, leaving the mountain of a mech trudging the short distance to his throne.  He collapsed into it, his claws biting at the hand rests, his head hanging, face obscured.  Within his own spark, Soundwave could feel the echo of dozens of conflicting emotions – anger, shame, exhaustion, fear, desperation, affront, pride, confusion, and many more.  Megatron’s spark was  _loud_.  No wonder he was so volatile a mech.

“I don’t understand.  How do so many of my own followers – mechs I have known for  _centuries_  abandon me?  We have fought and died together for so long.  How can they bear to leave  _now_?”

“Well,” Starscream scoffed, all too eager to respond to the rhetorical question, “if it wasn’t the disastrous Battle of Iacon, it would be the EN+ fiasco.”

Megatron raised his head, shooting Starscream a glare that dripped with promises of violence.  Starscream faltered beneath it.  “I believe  _you_  were the one in charge of overseeing the production of EN+.  Tell me, Starscream, how is it that you  _missed_  such a thing?  Soundwave tells me that you don’t drink it, and haven’t since its implementation.  You  _knew_  it was poison, and you allowed it.”

Starscream’s wings drooped, until they were nearly pinned against his back; every loose plate on his body was shivering in fear.  But he mustered up the courage to defend himself.  “Well  _yes_ , I knew.  Shockwave knew.  Forestock and Brainstorm knew too.  And Thundercracker.  Even  _Skywarp_!

“But what were we supposed to do?  We were desperate and starving, and  _you_  kept pushing us for results,  _results!_   Is it any wonder we pushed out a product without full awareness of its effects?  By the time we conclusively realized just how bad it was, half the army was already addicted.  And you know what?  As bad as EN+ is, it is  _still_  better than starving to death!

“Deadlock’s discovery in the mines saved the army, but we all knew full-well that we wouldn’t be getting another miracle like that any time soon.  We didn’t exactly have the time or luxury to sit around experimenting with new energons indefinitely until we happened upon another flash of lightning in a bottle.  We needed to focus on winning.  And we needed to focus on our future.

“So yes, we knowingly allowed our troops to become addicted to what essentially amounts to life-saving circuit boosters.  And in the process secured our chances of victory,  _and_  made great strides towards recreating a fully-functioning space bridge – our ticket off this dying world.  Until  _you_  blew it!”

Megatron’s claws tightened against his chair, his frame tensed, his spark raced – he was prepared to retort, to deny, to punish, but then he stopped, as the words sank in.  “Space bridge?”

Starscream hesitated, momentarily disarmed by his own slip up, but he recovered quickly enough.  With careful words, he moved to explain.  “Y-yes.  You gave Shockwave permission to work on his long-awaited space bridge project after his success with the energon.  He never stopped.  He believed that what he was doing was more important, and we all agreed with him.  We  _have_  to get off this planet.  Swindle said it.  Onslaught said it.  Anyone with half a  _brain_  said it!  The only way we can afford to feed our troops is to pump them full of dangerous drugs.  I don’t know how Vortex found out, but I’m  _glad_  he spilled the beans, if that is what it takes to get us out of here!”

This time, Megatron  _did_  react.  He was fast, for a mech so large.  One moment, he was seated in his throne, the next, he was across the room, his claws wrapped tightly around Starscream’s neck, dangling him in the air.  “Are you telling me to  _surrender_ , Starscream?  To leave our planet to the  _Autobots_?!  We do not leave!  So long as a single Autobot remains on this world, then so too, do we!  Is that understood?!”

“Y-yes, Master,” Starscream gagged, prompting his rough release to the floor.  Surely it had hurt, but all Soundwave felt from Starscream was spiteful indignation.  And Megatron felt it too; his foot shot out, kicking Starscream’s light frame halfway across the room, and then one more time, until Starscream’s rage dulled to a weak ember.  His frame slumped in humiliated defeat.

Why had any of them thought this would be a good idea?

“I am done humoring treachery, Starscream.  My soft attitude was what allowed Deadlock, and the Combaticons to wander off.  I will not tolerate anymore.  From now on, dissent shall be punished.   _Severely._ Do spread the word.”

Starscream wanted to argue – he wanted to argue so badly it  _hurt_ , but so too did his frame.  This time, the threat of imminent violence won out.  He nodded weakly from the floor.  “Yes Master.”

“And don’t think Shockwave will be getting out of this easily.  He will take his punishment once he arrives on base.  In the meantime, we have work to do.

“EN+ will remain the primary source of fuel for our weapons and transport, but we will be replacing our food stores immediately.”

Again, Starscream wanted to protest.  But he didn’t dare.  Thus, it was Soundwave’s job to do so.

“Lord Megatron: inquiry.” 

Those cold, flaring eyes fixed themselves on Soundwave this time.  “Yes, Soundwave?”

“Observation: effects of withdrawal: potentially severe.  Speculation: removing EN+ supply from entire army at once: likely to result in backlash.  Furthermore: observation: energon reserves remain low.  Suggestion: replace at controlled rate.”

Megatron’s glare remained on Soundwave for another long moment, suspicion and paranoia battling with an inherent need to trust Soundwave.  Eventually the latter won out.

“Very well, Soundwave.  See that it gets done.”

With that said, he turned on his heel, marching right by Starscream’s prone frame, and out of the room. 

“Yes,” came a broken hiss from the ground.  “See that it gets done.”  There was no gratitude wafting from Starscream’s direction.  Only resentment.  Resentment, and a dawning awareness that Soundwave and Megatron  _both_  were experiencing his emotions.  He shook his head to clear it, and crawled to his feet.  Soundwave’s audials were still damaged, but it was not difficult to hear the sharp shrieking of joints as Starscream’s frame protested the movement.  Even so short a drop had hurt the mech . . .

“And don’t you  _dare_  pity me!”

Starscream stood tall and proud, certainly more so than his frame should have allowed for at the moment.  But if he was in any pain as he moved, he masked it well, in his body  _and_  in his spark.  With his hands folded elegantly behind his back, Starscream followed Lord Megatron out of the room.

What in the Pit had Soundwave gotten himself into?

~~~

The last time Soundwave had been so busy, he’d had five Symbionts.  They had begged him to take a break, to delegate tasks to other bots, to slow down.  But they were dead, and the job still had to get done.  Soundwave had inherited Swindle’s job.  He had inherited Deadlock’s job, and the unskilled portions of Vortex’s, and Brawl’s, and Astrotrain’s, and so many others.  There was no one else  _left_  to manage personnel, facilities, resources, finances, Vehicon production, transportation, intelligence, and even, to a lesser degree, strategy. 

Soundwave had his hands in everything these days. 

And though Laserbeak, like his brothers before him, protested Soundwave’s strategy to slowly destroy himself through exhaustion, his worried chirrs and frantic pulsating were not enough to make Soundwave stop.   _Someone_  had to do this.  They had many to replace, and Megatron was so untrusting these days – it was the best solution.  It was the only way anything got done.

Besides, when the alternative was living in  _this_  world, death wasn’t so scary a thing.

. . .

Judging by the flare of terrified pain shooting through his spark, Laserbeak  _really_  didn’t like that particular line of thought.

And neither did Megatron.  His usual response to Soundwave’s proclivity towards working himself to death was to punish him into submission – amp up the disappointment and let Soundwave’s pride handle the rest.  But Soundwave had no pride left to speak of.  He’d already disappointed Lord Megatron about as much as he possibly could – and no punishment could be worse than those he’d already received.  There was no saving Soundwave from his need to  _work_ , and Lord Megatron was low-key terrified.

And then came the mandate.  Required days off for anyone currently working upwards of one hundred forty hours a week – Soundwave.  It was impossible to enforce wide scale – the Decepticon army didn’t exactly keep hourly schedules, but he could enforce Soundwave, even if he had to physically drag him away from his terminal to do so.  After the first time, Soundwave didn’t even bother resisting.  The recharge was a nice break from an increasingly-dismal reality.

And reality  _was_  dismal.

Every day, Megatron and Starscream fought – there was no more of the tenuous affection they once shared.  There was no more gloating on Starscream’s end – in fact, he avoided Soundwave altogether these days.  Not that Soundwave needed to stand in his physical presence to know what was going on.  He was privy to enough of Megatron’s wild emotions to have the foundation, Kaon’s surveillance filled in the details – the ever-increasing splash of fresh dents and scratches painting his frame, the slight pain on his face as he fought to move with the same pride and grace as always – it was obvious what was happening to anyone with eyes.  The strange absence of  _Starscream's_ emotions through the bond was the final nail in the coffin.  He was hiding himself from his trinemates, and from the world at large.  He’d have no reason to obscure his resentment and loathing from Soundwave; Soundwave already knew.  Megatron, however, clearly hadn’t realized how deep the fissure ran when he’d come up with the foolish idea to bond.

And with Starscream’s increasing absence, Megatron turned to Soundwave for intimacy.  Much to Soundwave’s dismay.

Megatron had been so clear that the bond shared between them was not romantically binding, and that remained true.  He never forced his spark on Soundwave, at the very least.  Soundwave had been hoping that he’d give his body the same dignity.

He missed intimacy with Megatron, yes, but there were still too many dirty, unpleasant emotions tied to the act.  The affair with Trypticon and its disastrous aftermath still weighed heavily on Soundwave’s mind, and though he never outright refused Megatron, he couldn’t help but mourn the long-gone days where any sign of hesitation on his part got Megatron to quit outright.  This wasn't _right!_

It didn’t matter.  He didn’t care.  All he had to do was cling to the tiny sliver of his mind that wanted this with all his might, and be glad that it was him instead of Starscream for once. 

But it hurt, nonetheless, more so now than ever before.  Megatron had never been good at hiding his emotions, least of all from  _Soundwave_ , but their shared spark revealed more than Soundwave had ever wanted to know. 

It wasn’t  _here_  that Lord Megatron wanted to be.  Not  _here_ , not with Soundwave, and not with Starscream.  He wanted to be somewhere else.  He wanted to be  _with_  someone else, no matter how much he professed otherwise.

And it wasn’t hard to guess whom.

Though it  _was_  baffling. The war had raged on for four hundred years, that was  _four centuries_  wherein Megatron and thrice-damned  _Optimus Prime_  had been enemies!  As opposed to the – what, four  _months_  of friendship?!  They rarely saw each other, save for on the battlefield.  And even then, barring occasions of which Soundwave was not privy to, they’d met a grand total of  _two times_  throughout the entire duration of the war!   _Soundwave_  had more interaction with Optimus Prime in that time than Megatron had!  What had been so great about their relationship that it still burned so strongly after so little interaction?!

In retrospect, perhaps its strength came  _from_  their lack of contact.  Soundwave was willing to bet that, had Optimus stuck around, their poetic,  _sacred_  relationship would have gone the same way as Megatron and Soundwave’s.  Even  _Optimus_  wasn’t enough of a doormat to deal with Megatron’s violent mood swings and narcissism for so long.  Megatron liked him because he hadn’t had the chance to fall out of love with him yet.  That was all.

Didn’t stop it from hurting.  Maybe Soundwave wasn’t so numb to this as he tried to pretend.

Megatron had him face down on the ground, aft in the air, driving into him at a vicious pace.  He'd placed most of his weight into his hands, in order to pin Soundwave's long arms uncomfortably on top of one another, wrenching his frame into an awkward angle in the process, though every so often he'd relinquish one of those restraining claws to take a swipe at Soundwave's frame – his head, his back, it didn't matter, so long as it bled.  Soundwave didn't exactly hate the roughness of the encounter, despite his increasing inability to feel his fingers, the trails of energon dotting his frame, or the abuse his valve was taking at the moment.  It all could have been nice in another context; he wasn't exactly a pushover.

But this wasn't _their_ relationship.  This was the sort of thing Megatron got up to with Starscream – releasing aggressions on a willing target, and even _that_ was a stretch in this case.  Soundwave wasn't exactly _unwilling_ , but he'd far from desired this.  He didn't want to be a replacement, for Optimus _or_ for Starscream.  His own relationship with Megatron had always been gentle, loving, tender.  What had happened to it?  When had he become so unimportant – a mere tool to be used as desired, then stuffed away in some box until the next time Megatron had an itch that needed scratching?  How long had their relationship been so disgraced? 

Soundwave was fairly certain he wouldn't like the answer.

Megatron didn't last long at his brutal pace.  He overloaded with a few sharp, shallow thrusts, diving in deep on the final drive to spill his load.  Soundwave didn't overload at all.  He wasn't surprised when Megatron didn't notice.  It was better this way.  He didn't _want_ to overload.  He didn't want to be here.  But what he truly wanted, he could never have.

Perhaps this was the best he could hope for?

Once finished, Megatron withdrew, collapsing heavily atop him, still with no regard for Soundwave's comfort or care.  As far as he was concerned, it was still _Starscream_ beneath him.  As far as he was concerned, pure, innocent Soundwave was somewhere far away, still inhabiting the pedestal Megatron had always placed him on.  Soundwave had never hated Megatron so much.

And yet, he still loved him. 

Damn it all.

_Beep beep beep._

The sound of an incoming call on his terminal reclaimed his attention, pulled him back to the messy, painful world which he inhabited.  Above him, Megatron shifted, his entire frame buzzing with a deep growl.

“Of all the poorly-timed nonsense.”

Soundwave ignored Megatron’s displeasure.  He  _had_  to answer that; if it was directly to this line, then it was likely vital information.  There weren’t a whole lot of individual officers left to give the reports.  He tried to wriggle out from beneath Megatron’s heavy frame, and when that failed, he deployed his lone data cable, and shoved him aside.

“Soundwave,” Megatron warned, but he had no follow up.  He too knew that Soundwave _had_  to answer this, even if it broke his pathetic fantasy of another time, another place, another bot, whichever bot he was currently thinking of now.   _Good_.

Soundwave crossed the room and jacked his lone cable into the terminal by the fifth notification.  The loss of his second cable had been more detrimental than anticipated in these past weeks, as he struggled to keep pace with the ever-increasing flow of work.  It probably wasn’t helping with the exhaustion.  But he wasn’t one to complain about such trivialities.  He made do with what he had, and though the sharpness of the audio-visual quality suffered, and though the feed occasionally lagged as his frame struggled to keep up with the action, running the communications systems through himself was still more efficient than letting the terminal handle it.

But oddly enough, it was an Autobot to appear on his screen today – green and stocky.  ‘Hound,’ according to his files.  Of course, there was no reason for such a character to have access to this line.  On the other hand . . .

“Makeshift in to report.”   _That_  was more like it.  Even Megatron managed the energy to get up upon hearing it.

“What have you discovered?  Are the Autobots unleashing Metroplex?”

“No, actually,” Makeshift answered, a bit baffled by the look of it.  Though that could have just been Hound’s face.  Autobots always looked wide-eyed and confused to Soundwave.

“Then  _what_?”

“Evidently, the Metroplex takes  _a lot_  of energon to stay functional – more than the Autobots have any hope of supplying.  But Optimus has been communing with it, I guess.  I don’t really know – I’m an authority figure, but I’m not in his tight circle, and even Ratchet and Jazz seem a bit in the dark.  I think it’s one of those Prime things that everyone around here just accepts.”

At the first mention of Optimus’s name, Megatron’s spark flared, his attention narrowed, hyper-focused on the words that came out of Makeshift’s mouth.  The obsession was strong with this one.  To his surprise, Soundwave found himself suppressing his  _own_  resentment.

“And?”

“And it apparently told him to leave the planet.”

“What?!”

It struck Soundwave as odd that Megatron was every bit as angered at the prospect of the Autobots leaving Cybertron as he had been when it was the Decepticons.  Evidently, he was quite attached to the idea of finishing this ages-long conflict right here, right now.  It was madness, of course.  Already, Soundwave was trying to figure out how to change that stubborn, irrational mind.

“There are not enough resources on this world to support their army, least of all now that they have Metroplex to tend to.  So it’s instructing them to make a ship that will take them out among the stars, in hopes of finding some kind of sanctuary.”

“So Optimus Prime is running away like the coward he is.”

Perhaps wisely, Makeshift said nothing.

“Leaving our war dangling unfinished, no doubt.”  He folded his arms over his chest, chuckling, as though this was some private joke between him and the Prime.  “I always knew it would come down to this.”  And then, more loudly, to Makeshift and Soundwave alike, “We won’t let him, of course.”

Soundwave couldn’t hide his distaste for the idea this time, though all his disapproval earned him was a silent glance from Megatron.  It was fortunate that Makeshift was of the same mind.

“Might I ask how, Sir?  I was under the impression that we too, were wanting for recourses.”

“It is only one ship.  No matter  _how_  well-defended, we can take out one ship in space.  Though it does beg the question – do they intend to  _fly_  to their destination?  Surely they don’t have the resources for  _that_.”

“As best I can tell, they intend to use  _our_  space bridge.”

Megatron’s lips pressed together in a thin line.  When he spoke, his voice was low, directed at Soundwave specifically, albeit not to the exclusion of Makeshift.  “Why is it, Soundwave, that the  _Autobots_  know about this bridge that I only just found out about?”

Soundwave, of course, had no answer to that.  But Lord Megatron had asked a question, and so a prompt answer would be provided, from somewhere.

“Information: unknown.  Speculation: Shockwave employs Autobot Scientist, Brainstorm in experiments.  Speculation: prisoner informed Autobots?  Suggestion: ((confer)) with Starscream.”

“He does  _what_?!”  Had Megatron missed  _that_  as well?  Surely it had been included in Soundwave’s reports.  It wasn’t like Shockwave’s patronage of Brainstorm was new information.

“Repetition: Shockwave employs Autobot Scientist –”

“I heard you the first time!” Megatron snapped, though his fury faltered at the way Soundwave cringed beneath the verbal blow.  It seemed that he wasn’t quite ready to chase away  _Soundwave_  at least.  Lucky him.

With a greater sense of calm, Megatron turned back to the terminal.  “Thank you Makeshift.  Do you know when they are set to leave?”

“Well,” he stuttered, unnerved by the sudden change in mood, “the Ark (that’s the name of the ship), has just begun construction under the direction of Perceptor.  The Wreckers, the Dinobots, and a few other independent groups have been securing extra resources from  _us_ , so I imagine the process will be hindered depending on how well we’re able to fend them off.  Current projections have us set to leave in . . . about six months, if all goes well.”

“Thank you, Makeshift,” Megatron nodded.  “Is there anything else to report?”

“Not at the moment, Sir – er, My Lord.”

“Good.  Keep up the good work, and report back to me the moment anything changes.  I do not want to be taken by surprise here.  It is vital that Optimus is not allowed to leave Cybertron.”  Was it though?  No.  No it wasn’t.  They were better off leaving Cybertron themselves.  But Soundwave didn’t let himself say so.  He didn’t like the plan, but he wasn’t entirely inclined to start another fight at the moment.

“You are dismissed.”

The screen flickered off as Soundwave unplugged himself from the machine, taking a moment to let his equilibrium stabilizers recalibrate.  Having only one cable really was a hassle.  What was taking Shockwave so long to get down here and fix him?

Well, aside from the secret space bridge he’d been building behind everyone’s backs, the rogue prisoner who was potentially spilling Decepticon intel to the Autobots, and the severe lack of space-worthy bots to transport anyone from Trypticon back to the planet?  At this rate, Soundwave may as well get used to partial hearing and a single data cable.

“Well, isn’t that interesting?”  Megatron’s voice pulled him from his thoughts, back to the warm, humid room, the air still abuzz with electricity.  Their frames were close, Megatron at his back, mere inches away, claws floating over his shoulders, as though debating whether or not to grab on.  He decided against it in the end, moving away to a more comfortable distance.  Thankfully.

“Inquiry: {{Well, isn’t that interesting?}}  Specific reference: unknown.”

Megatron seated himself on Soundwave’s rarely-used recharge slab – it didn’t so much as bend beneath his heavy weight.  “Shockwave.  He does seem to be at the center of events lately, wouldn’t you agree?”  He patted at the slab beside him, idly enough that it could have been a passing motion – an easily-refused invitation.  Soundwave weighed the odds and figured he’d best pretend he missed it.  Megatron’s disappointed hands quickly found their way to his own knees instead.

“I called him down here weeks ago to patch you up – he’s the only one we have that’s capable of such.  Don’t you think _that’s_  ill-conceived – having only one bot capable of fixing my most  _precious_  asset?  Perhaps we’d better find ourselves another specialist?”

It was unlike Megatron to skirt an issue in such a way.  Soundwave ignored the awkward tangent for the more obvious heart of the matter.  “Speculation: Shockwave ignores orders.”

“Why yes, I think that may be true.  I do recall his loyalty was bought, not won.  Not like yours.  No one is quite so loyal as  _you_ , Soundwave.  That’s why you’re my favorite.”

Again, an odd segue.  Why did Megatron keep pretending to care about him?  He was conflating love with convenience.  He liked having Soundwave around because Soundwave was useful to him.  But one mention of Optimus Prime, or even  _Starscream,_  invoked reaction enough to show Soundwave exactly where he stood.  Slightly above nowhere.

He really hated this stupid bond.

“You are very cute when you’re flustered.”

Flustered?  Was he trying to hint at something?  Did he want to go another round?  Convenience strikes again!

But despite his disgust, he couldn’t help but notice every slight and tantalizing shift of plating and protoform alike, as Megatron leaned backwards, bracing himself on the slab to stare vacantly at the ceiling.  What was _wrong_ with him?  Was this the bond?  “Sorry.  Forget I said anything,” he sighed.  Primus, Megatron was a confusing mech.  Soundwave half wanted to get closer, in hopes that maybe he’d be able to better hear the sounds of his frame from right next to it.  Navigating the minefield that was Megatron’s emotional state was hard enough as it was, let alone without the crutch his hearing had provided him with.  Would it even tell him anything his spark did not?

He approached, despite himself, just close enough for Megatron to lean forward, reach out, and grasp Soundwave’s lengthy arm, running gentle claws over the surface, though he didn’t dare pull him in.  The contact was nice.

_Stupid traitorous spark._

“I think,” he said, his eyes fixed on Soundwave’s fingers, flexing open and closed, unsure of whether Megatron’s touch was appreciated or not, “that, with all of the defections we’ve had of late, that we ought to send someone to check on Shockwave – make sure he hasn’t betrayed us.”

Full-on clenched fingers now, thank you very much.  He did  _not_  like the implications of  _that_  little allusion. 

“Sorry, perhaps that was too forward,” said Megatron, releasing Soundwave’s arm entirely.  It took all of Soundwave’s willpower not to chase after him, not to shove his own arm right back into Megatron’s retreating hands.  He was  _better_  than that!  “I wouldn’t ask you to go if I wasn’t desperate, but at this point . . . Soundwave, you’re the only one I can trust, the only one I expect to have my back when I go up there.”

Wait, what?  Soundwave cocked his head.

“Don’t worry, Soundwave.  I do remember what Trypticon means to you.”  Something dark flickered within his spark as he said it.  Yes.  How could he forget the spectacular disaster that had followed Soundwave’s last trip to their resident demi-god/space station?  But the sensation passed quickly enough; it seemed Starscream wasn’t the only one who was learning to hide his emotions.  “It is why I have decided I will go myself.  But I don’t much fancy walking onto a space station that is potentially filled with heavily-armed and hostile forces.  You are the only mech I trust implicitly to fight on my side, and if I’m not mistaken, you  _are_  able to exert direct control over the Vehicons, as Airachnid could with the Insecticons?”

“Affirmative.”  He’d never had cause to do so, but the weak-willed things had bent to his will time and again during the early tests.

“As I expected.  Your presence is  _mandatory_.”  Megatron paused, rubbing his chin, as another thought occurred to him.  “I suppose I ought to bring  _Starscream_  as well.  I’m not sure we’re ready for our Trine to be separated by so great a distance yet; not when it is still so fresh.”

He was right in that regard, though he really oughtn’t to have been.  Trine bonds aside, every aspect of this plan was shaping up to be a disaster, least of all for the fact that, in Soundwave’s experience, nothing good came of leaving Kaon.  And of all the places that weren’t Kaon, Trypticon Station was the one he wanted to visit the  _least_.  If Starscream and Forestock were to be believed, his sudden departure had caused the titan distress; how would he respond upon Soundwave’s return?  And worse, would he do something to Megatron?  He’d already made quite clear how he felt about Soundwave’s relationship with him.

And of course, there were other issues – putting the top commanders of the Decepticon army on one small, easily-targeted space shuttle was one, bringing Starscream  _at all_ was another, and that was to say nothing of the fact that they would be physically walking into an environment filled with potentially heavily-armed and hostile forces.  And if _that_ wasn't enough, there was still a chance that Shockwave was  _indeed_  willingly collaborating with the Autobots.  If that was the case, then it would spell the end for Soundwave and Megatron, and thus remove the Decepticons’ only hope of getting out of this war alive.  And the list went on. 

But, on the other hand, with circumstances being what they were, there wasn’t much choice in the matter.  Admittedly, by this point, Soundwave had stopped caring who won the war; if Optimus and his followers hijacked a space bridge and disappeared to the farthest reaches of the galaxy, Soundwave would celebrate the occasion.  But he  _did_ want to be whole again, and Shockwave was the only mech who could do that.

Lord Megatron was right.  They really  _did_  need another bot that specialized in Soundwave’s unique systems.

“We aren’t going to have any problems from your end, are we?”

Soundwave shook his head. 

“Good,” he smiled, reaching for Soundwave’s arm once more.  But this time, he didn’t hesitate to pull him in, until Soundwave, passive as ever, was sprawled out across his lap.  He was quick to cut off his own emotions from the bond.  Megatron didn’t need to feel his fear, his disgust, or even the last lingering threads of his hope and anticipation.

“I knew I could trust you.  No matter where I go, I know that you will always follow.  Won’t you, Soundwave?”

Soundwave couldn’t deny it.


	38. Falling

**Summary for the Chapter:**

> Everyone can agree that Megatron is unfit as a leader. But Soundwave still has reservations.

Soundwave hadn’t wanted to come up here; that was no secret.  He’d been on edge ever since they’d stepped into Movor’s hold – spark racing, EM field flaring . . .  Laserbeak had tried to pulse a sense of calmness directly into Soundwave’s spark, the way _he_ had always done for his Symbionts in the past.  But it didn't help.

Reassurances were all well and good when they came from on high, from someone with the power and the knowledge to reasonably say, ‘everything will be all right.  You will get through this.’  But nobody  _could_  say that.   _Megatron_  couldn’t say it, Starscream couldn’t say it.  Life was grim, and growing more dismal by the day – nothing tiny, insignificant _Laserbeak_ did was going to help.  And nothing his Trinemates did would either _._

And so, Soundwave remained in a constant state of low-key terror, as they boarded Trypticon, as they walked through its halls, as they sought out its bridge.  The warm steel corridors seemed to come to life around him, as though welcoming him home, like an old friend.  And _that_ just made his dread all the worse.

He couldn’t be up here.  If he was up here, he would lose himself in Trypticon again.  

_You don’t have to!  You can resist!_

If he was up here, he would turn his back on Megatron.  

 _What does_ that _matter?  You’re already contemplating treason with Starscream!_

If he was up here, he wouldn’t be able to control the memories – the memories of how everything went wrong, of how he lost Megatron, lost Ravage, and Rumble, and eventually, himself.  Too many of his greatest failures began in this place, and no amount of reasoning could dispel the notion that something  _bad_ was about to happen.

Then again, given that Megatron’s entire purpose for coming up here had been to confront Shockwave, chances were high that this would turn out poorly either way.

Save for a few Vehicons maintaining their posts in the engine room, the crew of Trypticon Station had gathered on the observation deck – Megatron, Starscream, and Soundwave standing in formation near the door, while Shockwave opposed them, without so much as a hint of fear in his field.  Forestock stood tall to his left, while Brainstorm, guarded with no more than an inhibitor claw, was hunched at his left.  It was perhaps a bit too daring of Shockwave to include the Autobot in on the meeting; there was no way Megatron wouldn’t take his presence as confirmation that Shockwave was, indeed, subverting him.

And yet, when he spoke, Megatron didn’t comment on the Autobot’s presence at all.

“Shockwave,” he said, false friendliness saturating his voice.  “It is good to see you again.  It has been too long.”

“The sentiment is reflected,” Shockwave replied, mechanically.  “I was informed that it was your desire to perform a facility review of Trypticon station, though I fear that knowledge of recent events leads me to believe that this review is not made in good faith.  However, I can understand your reservations, and thus will welcome you to investigate any breaches of security or otherwise unapproved actions.  I am at your disposal.”

“There were only two I had in mind.”  Megatron stepped closer, with his entourage in pursuit.  “It is my understanding that, during our energon crisis, when I was urging you to dedicate all of your efforts into producing more EN+, you instead decided to ignore my orders in favor of diverting energy into your superfluous space bridge project.  Is this true?”

“Those two statements are not mutually exclusive.”

“A roundabout way of saying, ‘yes,’ I believe.”  Megatron’s expression grew dark, but Shockwave did not falter beneath it.

“You may believe that if you are so inclined, but that does not change the fact that the production of EN+ does not require a mech with my particular skill set to make, nor does it change the fact that, an average of seven mechs can be assigned to a batch at any given moment before we begin to experience diminishing returns.  We had more than enough manpower to perform both tasks simultaneously, and everyone on board,  _including_  the ranking officer agreed that the completion of the space bridge was a necessity.  We did not act in malice, but with wisdom.  I hope this is able to clear things up for you.”

"So you are saying that you know better than _I_?" Megatron growled, advancing.

"In matters of science, yes.  It is an unequivocal fact that I _do_ know better.  After all, is that not the reason that you have assigned me to this position?"

Soundwave had to admire the way Shockwave was able to speak so frankly even in the face of Lord Megatron's wrath.  Captain Logic wins again!  Of course, though Shockwave had said nothing that was technically wrong, Megatron was not one to simply accept being made a fool of, least of all in front of his subordinates.

He raised his fist, as though to strike Shockwave, who merely made to watch, unmoved.  Threats of violence would not work.  Perhaps Megatron realized that.  Or perhaps he realized that striking Shockwave here and now would only reflect poorly on himself.  He lowered his fist, let the air flow across his vents for a moment, then tried again. 

"Be that as it may, Shockwave, you worked behind my back, and in doing so, contributed to a controversy that has driven away many of my troops, and some of my best officers.  I cannot let that go without punishment."

Shockwave said nothing to that, patiently waiting for whatever it was Megatron had to hurt him with.  It was probably for the best.  Punishment was a certainty; protestation would only make it worse.

"I am transferring Forestock back to the surface.  I have a better use for him in store – one that does not involve working behind my back on projects that I have deemed unnecessary of our attention right now."

Forestock stiffened, looking very much as though he wanted to protest, but it was Shockwave that beat him to it.

"Lord Megatron, I do not think this decision wise.  We are at a crucial moment in our development.  More than ever, it is vital that our scientific minds are united with a singular goal.  If we are to survive at all, we need –"

Shockwave didn't have the chance to share what it was they needed.  Megatron had all the fodder he required for a harder blow.  He raised his right arm, equipped with the cannon Shockwave had gifted him with all those centuries ago, as an offering of friendship, and fired it, straight into Brainstorm at Shockwave's back.  The Autobot collapsed instantly, dead, a hole blasted into his chest.

"Any further protestations?"

Shockwave stared at the corpse of his companion, expression unreadable as ever.  "No, Lord Megatron."

"Good."  He reached out, clapping his left hand on Shockwave's shoulder, a deceptively amiable gesture.  "Then let me tell you what happens next. 

"The state of this station is unacceptable.  You have operated with poor or no supervision for far too long."  He cast a quick glance towards a bitter Starscream, before returning his full attention to Shockwave.  "I am here to stay.  There is much work to be done – the Autobots are trying to flee the planet, and it is my intention that they don't have the chance.  All work on the space bridge is to be discontinued; I will personally ensure that you do not lift a finger to further its process. 

"Furthermore, it has come to my attention that there is a mole aboard my space station.  Or _was_ , at least," this time, his sneer travelled downwards, to the Autobot's corpse.  "Nonetheless, I am launching a full-scale investigation into exactly how it was the Autobots found out about an operation that even _I_ was unaware of. 

"And lastly, I want you to fix up Soundwave.  He's not been performing at peak performance as of late.  I will give you whatever it is you need to make sure that he is returned to optimal condition.  And let us maybe share some of those secrets you've been keeping in that calculating little head of yours, so that the next time my Soundwave does something foolish and brave, he is not left to suffer for months on end while we hunt down _your_ sorry aft.  Do I make myself understood?"

"I understand, Lord Megatron."

"I knew you would.  You are so _smart_ , Shockwave.  Now, _Starscream._ " 

Starscream stiffened as Megatron's attention returned to him.  For the barest moment, Soundwave caught a flash of loathing and dread cross his spark, before he remembered himself.  Mercifully, Megatron seemed to miss it.  That, or he didn't care.

"Yes, Master?"

"You were in charge of this little station for quite a long stint.  I couldn't think of anyone better to show me around while Shockwave busies himself fixing Soundwave."

"Y-yes Master." 

Soundwave had no doubt that Starscream was not entirely pleased with the set-up, but he didn't let his emotions creep into his frame.  Instead, he strode off as tall and strong as ever, leading Lord Megatron off into a corridor and out of sight, and leaving Soundwave alone with Shockwave, Forestock, and a room full of Vehicons.

_And Trypticon._

It was all around him, watching him, _feeling_ him.  He'd been in its head; he knew how it thought, how it perceived the world.  And though it had made no move to lure him back in _yet_ , Soundwave had no doubt that Trypticon was pleased to have him back.

If only he could feel the same.

~~~

The ship was vibrating beneath him, up through the medical slab he lay on, as though to say,  _I’m here, I’m watching, I’m listening._ Soundwave was glad to have an excuse to put off thinking about it, even if that excuse was extensive reconstructive surgery.

Shockwave had all but torn apart the remains of his amputated data cable, rewiring the complex circuitry one segment at a time, a process that had taken  _hours_  already, and, with a few hundred feet of cable still to go, would likely take _days_ more to complete.  A trio of Vehicons sat in the corner of the room, molding out new casing for the cable, and mumbling amongst themselves every so often.  Soundwave would have killed to know what they were saying, not necessarily because Vehicons had anything interesting to say, but because he missed having the full range of his hearing.  His audials were his identity; he hated not being able to hear, and he hated not knowing the world around him in its completion.  It was making him paranoid.

Still, he tried to focus on the silver lining.  Trypticon’s presence would only become more apparent as his sensory perception increased.  And the more aware Soundwave was of Trypticon, the harder it would be to resist his sway.  Already, even with Shockwave standing _right there_ , he was struggling to not let his good cable wriggle its way out of his chest and into the nearest jack.

“Please refrain from struggling, Soundwave.  This operation is delicate.  I cannot afford for any deviation.”

There!  He'd never have thought it possible, but _conversation_ may well be just what he needed right now.  Anything to distract him from the thoughts of losing himself in that wonderful, inviting presence.

“Shockwave, inquiry.”

“If you require a sedative, that can be arranged.  You’ve always refused in the past, so I did not bother today.”

Soundwave considered Shockwave’s words.  Perhaps a sedative would be more  _logical_ , but Soundwave had long railed against allowing others complete access to his helpless frame; he wasn’t going to start now.  Just being strapped to a medical slab was difficult enough.

“Negative.  Inquiry: unrelated to current state.”

Shockwave paused in his work, fixing Soundwave with a scrutinizing stare.  “I would prefer not to converse as I work.”

Soundwave couldn’t keep his fingers from clenching, whether from frustration or fear, he could not say.  “Reservations: understood.  Observation: Soundwave – status: distressed.  Suggestion: distraction would be beneficial.  Sedation: undesired.”

Shockwave cocked his head, finials giving the slightest twitch of curiosity.  “It is unlike you to actively pursue conversation.”

“Acknowledged.  Conversation interferes with Shockwave’s work: also acknowledged.  However, request: posited.”

Shockwave gave the suggestion scarcely a moment’s thought before saying, “Very well.  What is it you would like to ask me?”  Though he’d accepted Soundwave’s request, he didn’t seem to see any reason to further delay his work.  Soundwave had anticipated as much.  Even if Shockwave didn’t pay full attention to his words, having someone to talk to was better than allowing his thoughts to be consumed by Trypticon’s hungry maw.  Though Soundwave doubted Shockwave would have any difficulty dedicating his full concentration to both tasks.

“Inquiry: Lord Megatron’s punishment – upsetting to Shockwave?”

“No.”

 _That_  was surprising.  Soundwave saw fit to probe further.  “Falsehood: suspected.”

“It is not a lie,” Shockwave said, without missing a beat.  “Lord Megatron’s actions were illogical, wasteful even, but I have long moved past the point of being so easily upset.  Such emotions only distract from the work to be done.”

Soundwave paused, thinking it over.  Shockwave was a difficult mech to read, even _with_  the benefit of full hearing.  Without it, all he could do was rely on intuition.  “Falsehood: suspected,” he repeated.

“Why is that?”

“Shockwave: mourned passing of colleague.”

“Perhaps,” said Shockwave, his voice wavering ever so slightly.  “I have known him for a long time.  We worked beneath Senator Ratbat together.  He was very bright . . ." he trailed off, lost in long-ago memories, but was quick to snap back to the moment.  "But there is nothing to be done for it now.  I will do what is requested of me.”

Soundwave suspected  _that_  was another lie, but did not say so.  Despite all they’d been through, it was still common knowledge that Soundwave was Lord Megatron’s closest confidant, and as the Decepticon army’s eternal ‘big brother,’ he’d earned the reputation of being a dangerous tattle tale.  It was best to not make Shockwave feel threatened.  Instead, he settled for, “Inquiry:  {{ Did you love; him? }}”

“I did not,” said Shockwave without pause.  “You have grossly mischaracterized me if you think that is the case.”

“Observation: Shockwave – mourned passing of colleague.  Observation: unusual behavior for Shockwave.  Likewise, Autobot: Brainstorm – prisoner, yet allowed to act freely.  Speculation: Shockwave enjoyed company of Autobot.”

“I did, yes.  But companionship does not equate to the sensation of love.  I am not a mech prone to flights of fancy.  I have seen where that leads you, and where it has led  _you._ ”  This time, he paused, if only for a moment, to meet Soundwave’s face.  There was something wistful about his stare.  But he was back at his task before Soundwave had the chance to fully process it.

“Meaning?” Soundwave pressed.

“Meaning: I do not approve of your relationship with Lord Megatron.”  He paused again, his fist clenching around the soldering iron he held, but he was quick to regain control of whatever emotions he’d allowed himself to show.  “I do not allow myself to give in to passion, but I will admit to fondness over my own creations.”

Soundwave’s tanks clenched at being described in such a way.  He’d forgotten how callous Shockwave could be.  And just how much being reminded of his unnatural origins still hurt.

“I worked hard to help make you into what you are, and I do not enjoy seeing you operate at less than optimal capacity.  You were created to be a logical mech, but it seems that Lord Megatron has undermined that particular trait.  You do not display much reason when it comes to  _him_ , and the end result is emotional damage to the both of you.  To remain in such a ‘relationship,’ as it were, is both illogical and ill-recommended.  Had I the opportunity, I would suppress such affections.”

Soundwave tensed again.  He was fully aware that Shockwave  _could_  do such a thing if he desired – he already had Soundwave prone and at his mercy.  The thought of anyone _else_ being inside of his head left him feeling cold dread.   _Please no._

“But I will not do that.  The satisfaction of witnessing an experiment in motion – observing the effect of free will upon a project you have worked so hard to see through, is rewarding in itself, I believe.  Also, I anticipate that Lord Megatron’s punishment, should I tamper with  _you_ , would not be so lenient as it was today.”

Soundwave had no response to that.  The conversation had gone downhill fast – landing firmly in the realm of the two subjects Soundwave had no desire to talk about.  Was it any wonder he preferred not to speak?  But the longer the pause stretched, the more he could feel Trypticon around him, pulling him in, ensconcing him within its presence over and over again, until he was drowning.  He needed to jack in.   _He needed it!_

“To answer your previous question,” Shockwave continued with impeccable timing, “I enjoyed Brainstorm’s company.  He was smart and talented, yes, but for me, he was nothing more than a useful asset.  A bot willing to set aside faction in order to serve the greater good is difficult to find.  That I would find one who was both willing to do so, and able to further our cause was very fortunate.  I doubt that I will be so lucky again.”

Soundwave had always hated hearing Shockwave talk in the past.  He’d hated the dehumanizing manner in which he referred to everyone around him, and he'd hated his lack of tact, his cold calculating nature, the way he lorded his one-sided relationship with Soundwave over everyone.  But now, when everything was so near to breaking, the detached, even tones of Shockwave’s voice, the matter of fact way in which he spoke, his appeal to logic and reason, was the reassurance that Soundwave needed most.  He’d never felt so pathetic in his life.

“Inquiry: {{Willing to set aside faction in order to serve the greater good}}  Shockwave: intention to defect?”  Soundwave  _didn’t_  want to frighten Shockwave off, true, but perhaps his confessed fondness for Soundwave would lead him towards honesty.

For his part, Shockwave offered another scrutinizing gaze before answering, slowly.  “It is not my intention to defect, no.  At this point, the factions have little meaning.  Autobot and Decepticon alike, will be subject to the whims of a dying planet.  Defecting to the Autobots would be pointless, and Defecting to neutral would strip me of my resources.  I am best suited to remain where I am, regardless of whether or not I agree with Lord Megatron’s actions.”

That was . . . logical.  Soundwave expected no less from Shockwave.  But he needed to keep the conversation going.  And perhaps he could investigate for Lord Megatron in the process.  He would be so happy to find that Soundwave had proven himself useful yet again.

. . .

Correction:  _this_  was the most pathetic he’d ever felt.

“Observation: Autobots learned of Shockwave’s space bridge project, despite Decepticon high command’s ignorance.  Inquiry: did Shockwave, or Brainstorm, inform Autobots of situation?”

“I did not, and Brainstorm  _could_  not.  He had no access to his comms, and our stations were programmed to ignore his commands without an override from myself.  And while he likely had the skill to get around such an obstacle, he would have had no reason to work in secret. 

“I may not have been responsible for informing the Autobots of the space bridge, but that does not mean I regret their discovering it.  The most logical action in order to revive our planet, would be for the war to move off-world.  If the Autobots leave, then devastating attacks on the surface of the planet will no longer have reason to occur, and the energon mines may well have the opportunity to replenish themselves, as the population of Cybertron will effectively be halved.  Ideally, the Decepticons would leave as well, giving the planet the chance to recover.  As it stands, the energon mines will not replenish for . . . perhaps twenty thousand years, unassisted.”

That was a long time.  Twenty thousand years’ exile to make up for four hundred years of war.  What a mess they had made of their world.

“Soundwave, I have my own request to make of you.”

Soundwave waited, curious.  Shockwave always seemed so independent.  What could he possibly require of  _Soundwave_?

“This space bridge is crucial to our survival as a species.  You may enjoy loyalty to Lord Megatron, but I know you are smart enough to see that his leadership ends in destruction."  Soundwave tensed again, trying hard to not think of all he had lost.  He needed Megatron to be right.  Otherwise, what was it all for? 

“I am not asking you to defect, or to betray our Lord.  But you must not allow him to discontinue operations on the space bridge.  I am not exaggerating when I say: we  _will_ die without it.”

“Soundwave: does not give orders,” he said after a bitter moment.

“This is true.  No one gives orders to Lord Megatron,” Shockwave agreed.  “But if there is anyone capable of convincing him otherwise, it is  _you_.  He trusts you, or wants to believe he does, at least.  That is a very unique position to be in, Soundwave.  You have been through a lot, and have suffered enough damage that even  _I_  am appalled, but if we are to survive as a species, then Lord Megatron will have to be persuaded to change his mind.  One might say the future of our race may well fall on  _you_.”

Soundwave did  _not_  like that.  He didn’t want responsibility; he’d had more than his fill of it.  Decisions were for mechs with the guts to deal with the consequences.  And given Soundwave’s history, he’d be damned if he ever had to make another decision again.  All of a sudden, the thought of losing himself to Trypticon sounded preferable.  He didn’t want any of this.

“Can I rely on your assistance, Soundwave?”

Soundwave had nothing to say to that.

~~~

In the end, it took five days of Shockwave's full attention in order to bring Soundwave back to his normal parameters, and he remained listless afterwards for several days more.  His reconstructed cable was in agony, as his frame was forced to run continuous recalibrations to adjust to the new appendage, and if that wasn't bad enough, his head had made it its mission to pound a repetitive, arrhythmic cadence ad nauseam  – he'd had to intentionally limit his audial capacity in order to not blow out his hearing right off the bat. 

But worse than the pain his newly-repaired body was putting him through, was the company he was forced to share.  Megatron had made good on his promise to keep a close eye on every bot aboard the station, to keep further underhanded behavior in check, but none was watched quite so closely as Soundwave himself. 

After his surgery, Megatron refused to let Soundwave leave his sight.  He dragged Soundwave along with him on his daily surveillance runs, they refueled together (it seemed Megatron had no patience for letting Soundwave forget meals these days), ran maintenance together, and worse, slept together. 

The two had shared a berth with greater frequency after becoming a Trine – Pit, on occasion, Soundwave and Starscream _both_ had been known to pile in around Lord Megatron.  It was a directive of their coding, albeit an easily-ignored one.  But being _forced_ to spend every moment of his life, both waking and sleeping, beneath Lord Megatron's watchful eye was bound to drive him up the wall, especially when he could _hear_ Trypticon calling out to him, louder than ever.

_"Soundwave, come back to me.  I need to speak with you."_

Of course, there was no doubt in his mind exactly _why_ Megatron was following him so closely, but if this routine pressed on much longer, it was bound to end in heartache.  Soundwave didn't want to connect with Trypticon again, but the temptation grew more difficult to resist by the second, least of all with Lord Megatron smothering him so.  By this point, it was fear alone that kept him at bay – not of disappointing Lord Megatron, or betraying Trypticon, but of failing _himself_ yet again.

And so, the days passed. 

With Shockwave's words weighing on his thoughts, Soundwave had done his best to keep Megatron's attention off of the space bridge and its imminent destruction.  Soundwave urged him to play an active role in finding a replacement for EN+ (albeit, without much success), and when Megatron had had his fill of Shockwave, Soundwave directed him to Starscream, who had taken to aimlessly wandering through the station, lost in thought.  It was a flagrant waste of time, as far as Soundwave was concerned.  As far as _Megatron_ was concerned, however, the behavior was suspicious – 'what could that conniving wretch be thinking?'  His assumptions were probably not too far from the truth.

~~~

Every day, Soundwave's frame ached a little less, and soon enough, his hearing was back at its original capacity as well.  Which of course, brought with it its own set of problems.  As predicted, being able to _hear_ the high-frequency whispers of Trypticon made them all the harder to ignore.

_"Come to me, Soundwave.  Come to me."_

And the call came ceaselessly.  Trypticon, it seemed, was incapable of growing tired or bored (as expected for a being so ancient).  The call came as Soundwave followed Lord Megatron closely on his rounds.  It came as he refueled at Megatron's side.  It came in the off cycle, as he lay on Megatron's recharge slab, with a strong frame at his back, and powerful arms wrapped around his waist, pulling him in close.  He wasn't going to be able to resist for much longer.

And indeed, the moment Megatron wasn’t around, he caved.

Megatron had been called off to deal with a minor explosion in the energon reactor – not a huge deal, but better resolved sooner than later.  Soundwave was still sluggish.  It would only be a few minutes.  Megatron trusted Soundwave to stay out of trouble.  Everything would be fine.

And so, Megatron had left, and Soundwave, alone, had faltered, so quickly it was almost comical. 

_"Come to me, Soundwave.  I see you, I am here for you, I want you."_

And Soundwave wanted to go to him.  He wanted to feel powerful again.  He wanted to pretend, if only for a moment, that he was not the pathetic shell of a mech the war had transformed him into.  He wanted the willpower to stand up to Lord Megatron, and he wanted the tranquility of days that could never be reclaimed.

And Trypticon offered him all of that and more.  

Soundwave's cables snaked out, hesitantly, as though trying to convince himself that he didn’t want this.  But  _oh_ , he did!  He quashed all feelings of doubt within him, and ignored Laserbeak’s nervous whining against his chest. 

_Sleep.  I’m fine._

And then, with nothing more to hold him back, he jacked into Trypticon station one more time.

The impact was instant.  Soundwave could feel the strength coursing through him, could see the planet below, the black void beyond, and the dozens of tiny, insignificant creatures crawling around within him.  He could hear them, feel the vibrations their incessant energy fields gave off.  But this time, it wasn’t overwhelming.  Soundwave felt in control; he’d long forgotten what  _that_  felt like.  It was far too intoxicating a sensation to ever give up again.

_"It is good to see you again, Soundwave.  I have been worried for you.  I see these creatures crawl around within me, filled with your essence, but they are not you.  I drove myself sick wondering what had become of you.  I am glad to know you are alive._

_"But you are not well, are you?"_

When had Trypticon become so eloquent?  He’d barely been capable of stringing two words together at their first meeting.  Now he was verbose, nearly poetic.  It was a little jarring.

 _"I had long been forced to sleep._ You _woke me up Soundwave, and I feel more myself with every day.  But you need not trouble yourself over it – over anything really.  I am here now, to provide the support you’ve long been starved of.  It breaks my spark to see what he’s made of you."_

‘He?’  Lord Megatron?  Lord Megatron wasn’t  _that_  bad.  He was a terrible leader, yes, violent and a bit unhinged, but he had been like that since the beginning.  It was _Soundwave_ who had changed for the worse.  If he could only repair his own state of mind, Lord Megatron would be easy to manage.

_"He is bad for you, Soundwave.  You have regressed because of the things he has done to you.  He is unpredictable, petty, jealous, and possessive.  And no matter what he believes, he does not love you.  It is clear from the way he ignores you – causes your suffering.  If you continue down this path, you will only suffer more – suffer and bleed and break.  I do not want that for you, Soundwave.  I want you to be happy."_

There was truth there.  Soundwave had already considered each and every point Trypticon made, until his processor was running circles, filling his head with painful feedback.  Yes, Lord Megatron’s actions and words did not always agree.  Yes, Lord Megatron was horrible.  Yes, at their current rate, Lord Megatron would eventually get one of them killed.  On the other hand, there weren’t many more ways in which Soundwave could be broken.  What did it matter if he suffered?  His  _life_  was suffering.  Leaving Lord Megatron wouldn’t change the fact. 

Besides, even if he  _did_  leave, where would he go?  There was no world left to live in.  And he’d sooner die than join Optimus Prime’s merry little gang of feel-good hypocrites.  Not that they’d take him.  His choices were Lord Megatron or nothing.

_"You need not think of him as your ‘Lord,’ Soundwave.  He is far from it."_

Soundwave hated that he’d slipped up, and he hated that Trypticon caught it.   _Lord Megatron, Lord Megatron, LORD Megatron._ He needed to cure himself of the habit, but it had been long ingrained within him, even before the slave coding had taken over.  And even with their sparks entwined, the coding continued to hiss its displeasure at any perceived slight. 

_"I care about you Soundwave.  We can both agree that your Megatron is bad for you.  Why then, do you insist on staying?  Are you really so obsessed?"_

Obsessed?  Probably.  He’d never considered himself obsessed, but Symbionts aside, he  _had_  been living almost exclusively for Lord – for  _Megatron_  for the past four hundred years.  And now that most of his Symbionts were dead . . .  

But if not Lord Megatron, who then, was he supposed to live for?  He could survive to care for Laserbeak, but even Laserbeak had never flooded him with such a sense of purpose.  And there was no point in living for  _himself_.  He was not a real mech.  He was nothing on his own.

_"That is not true, Soundwave.  You have worth.  You are worth more than what Megatron deems you are.  I care about you.  I wish to help you."_

The sentiment was nice, but Soundwave did not require assistance.

 _"I can understand your feelings – you are a proud mech, no matter how far you may have fallen.  But you_ have _fallen, Soundwave.  So far, that you can no longer see your way out.  And that is why I will do what I can to help you.  Why I already have done so.  Because you matter to me."_

Trypticon’s words should have been reassuring, but the knowledge that action had been taken on his behalf left his tanks frozen in dread.  What had Trypticon done?

. . .

Thinking it over, there really could have been only one thing.

 _"You are correct, Soundwave.  It was_ I _who informed the Autobots of the space bridge.  I want them gone.  I want the war over.  Only_ then _, will you be able to focus on recovery.  You cannot continue on as you are.  You will break.  And I will not allow you to break.  You are too important."_

Soundwave, a tiny, inconsequential being standing beside an empty terminal in an isolated room at Trypticon’s heart, began to sway.  He was dizzy, he was weak.  He couldn’t understand it.  Trypticon’s revelation shouldn’t have been so distressing.  Under Megatron’s watchful eye, he’d been refueling regularly.  As best he could tell, Shockwave had not botched his surgery in any significant way.  By all rights, Soundwave should have been perfectly healthy.

But he wasn’t.  He was small, and weak, and _scared_ , and no matter how much he protested otherwise, he  _did_  want someone stronger to wrap him in their arms, to hold him, to tell him there was an end to the madness that was his life.  Trypticon was  _right._   Trypticon was right and Soundwave was wrong, deluded, degraded, a joke.  He didn’t want to be a joke.  He wanted to be the mech he used to be – the mech who had moved the Decepticons forward in the early days of the war.  The mech who had saved even Megatron’s life a handful of times.  A mech who was powerful, respected, a mech who was  _worth_  loving.

Soundwave wanted his life back. 

Trypticon wanted to help.

And somehow, knowing that there was _one_ mech out there who cared enough to, and had the power to  _defy_  him, was the most overwhelming feeling of all.

Somewhere deep within him, the tiny Soundwave in the tiny room, felt a sharp sting against his protoform, nearly enough to jostle him from the safety of Trypticon’s consciousness.  Three cables had withdrawn from the terminal in turn, and had forced themselves to connect with his frame, digging into his fuel lines, filling him with the blood of a demigod.

It was powerful, and comforting, and so, so wrong, and Soundwave loved every moment of it.  Never before had he quite shared  _this_ kind of experience with another. 

 _"It feels good, doesn’t it?  I noticed your lines were filled with the unrefined synthetic energon that Shockwave produces.  You deserve better than that.  That energon is for_ me _– lesser beings cannot handle it.  But through me, I can transform it to suit you, and only you, Soundwave.  Because_ you _are the one I want to help."_

. . . What did that mean?  Trypticon had the key to supplying fuel for the army?

_"No.  There is no secret super fuel that can solve your problem.  Not without the drawbacks.  Everything has a cost Soundwave.  And if I were Shockwave, I would stop trying to play God with such affairs.  You are fortunate that the side effects of EN+ are so slight.  There are other fuels that are less forgiving."_

What did  _that_ mean?

 _"Surely you’ve heard of it, Soundwave?  Dark Energon.  The_ blood _of Unicron.  Unlimited power, at the cost of your_ soul _."_

What?  Soundwave’s head was spinning, his frame felt farther from Trypticon than ever.  They were _connected_!Why then, did he hurt so much?  Why was the world a blur?  What was happening?

 _"What do you suppose the consequences of your Lord Megatron finding_ that _?  Are you willing to follow him so far?  You may have to, if you stay on this path."_

“Desist!” Soundwave said, at last.  Energon was boiling in his lines, racing fast, fast,  _fast_ as his fuel pump tried to adjust to the intensity of the experience.  There wasn’t enough room for it all to flow – too much pressure, too much pressure!  Surely he would explode, if not from his overworked frame, then from his overworked processor.  A quick diagnostic told him that data input was operating at fifteen times optimal capacity, and more information forced its way into his head by the second.  Had interfacing with Trypticon always had such impact?  He’d always felt so euphoric in the past; perhaps the pleasure had drowned out the pain.  Or maybe it was the effect of the new energon?

What energon?

 _Soundwave_  was the one jacked into Trypticon, not the other way around.  Had he only imagined that Trypticon had topped off his tanks with his own fuel?  What was real anymore?  Was _any_ of this?

His frame was shaking now, hard and fast.  He needed to disconnect, but try as he might, he couldn’t make his cables let go.  What was happening?   _How did he make it stop?!_

_"It seems I’ve upset you.  Very well.  I shall cut short our time today.  But remember, Soundwave, you’re standing over a very precarious precipice.  It is up to you whether or not you fall, and whether or not you take the whole world with you on the way down."_

And just like that, he was freed.  His cables flew back to him, sending Soundwave stumbling away, landing mercifully on the recharge slab behind him, disoriented, but otherwise unharmed.  Against his chest, Laserbeak whined high and mournful; Soundwave ran a cable along his back in hopes of providing comfort.  It was all he had to offer at the moment; there was no way his racing field could be brought down far enough to create his usual blanket of serenity.  It had once been so easy for him.  What had happened?

He knew the answer to  _that_.  And if he hadn’t before, Shockwave and Trypticon alike had confirmed for him.

Megatron had taken a mech – competent, honest, hard-working, and, through years of neglect and abuse, ruined him.  And Soundwave hated him for it.  And Soundwave loved him despite it.

He curled his frame around Laserbeak, retracting his cables the rest of the way, weak and defeated.  The  _old_  Soundwave wouldn’t have allowed that to happen; he would have resisted Trypticon – informed Megatron the  _second_  the ship called out to him.  Pit, the old Soundwave wouldn’t have found himself addicted to the presence of a demigod in the first place . . . would he have?

There was no sense in thinking about it, in dwelling on the things he used to be.  That mech had died bit by pathetic bit, with Frenzy, and Buzzsaw, and Ravage and Rumble after them.  His only choice now was to keep marching forward towards a doomed future.

_It’s up to you whether or not you fall . . ._

Soundwave shook his head trying his hardest to clear his muddled thoughts.  The truth was in front of him.  He knew what he had to do.  He just needed to figure out how to convince himself it was worth doing.

~~~

Megatron knew what Soundwave had done.  In his moment of desperation, Soundwave had forgotten that he and Megatron were bound by their sparks; an experience so strong would have easily been broadcast throughout.  Megatron had returned shortly after Soundwave’s release, frantic, but surprisingly, not angry.

He’d dived in, scooped an unresisting Soundwave into his arms, held him close – and  _damned_  if that didn’t make this situation all the more complicated.  How was he supposed to resist a Megatron that gave him exactly what he craved? 

Megatron had yet to mention the affair in the following days, weeks, months, though his response was apparent all the same.  His presence had been overbearing before, but now?  It was downright claustorphobic.  His eyes were on Soundwave more often than not these days, and his hands as well – little touches, pets and taps and entwining of fingers.  If there was an opportunity to show affection, Megatron took it.  He brought Soundwave to his berth every night, made a point of being loving and gentle as he drove into Soundwave, bringing them as physically close as he possibly could.  Whether he was feeling guilty or overprotective, the result was the same. 

On the bright side, with his attention fixed on Soundwave, he had no time to effectively keep Shockwave from working on his space bridge.  On the down side, all of the extra attention was driving poor Soundwave up the wall.  A few centuries back, it would have been welcome – back before Megatron had butchered his spark, before his war had killed nearly everything Soundwave loved.  Now, it left him feeling maddeningly conflicted.

He loved Megatron.  He wanted Megatron.  He reveled in the affections being rained upon him.  But even  _he_  knew just how much damage these sweet nothings were doing.  This wouldn’t last.  It would only be a matter of time until Megatron decided he was bored with Soundwave again, until the whispered reassurances turned into roared criticisms, until the passionate kisses turned into strut-snapping punches.  Until the sworn respect waned, until he hurt Laserbeak.  It was foolish to play in the moment; their relationship had enough history behind it; he had no excuse not to see the hazardous path he was on.

_It's up to you whether or not you fall . . ._

A part of him wondered if Megatron wasn’t doing this all on purpose.  If he knew what Soundwave was planning, if he knew the thoughts that Shockwave and Trypticon had cemented within his head, if the surge of kindness was meant to lull Soundwave into obedience.  Pit, had  _that_  been his reasoning behind the Trine bond too?  Soundwave and Starscream, the two mechs most capable of doing him serious harm, would be far more reluctant to fight back, if it meant reopening the fresh and brutal scars carved into their sparks.

On the other hand, he wasn’t sure he could give Megatron that much credit.  His sudden show of devotion was more likely an unintended side effect of the spark bond.  Megatron was no brilliant strategist; he had proven as much already.

Regardless, Soundwave was on-edge.  Anyone would have found it difficult to be smothered so, even at the hands of a more benign culprit than Megatron.  He needed an escape, and unfortunately for him, the station didn’t provide many opportunities.

“Megatron, request.”

Megatron raised an optic ridge, presumably at the informal greeting, but his frame sounded more curious than suspicious.

“Yes, Soundwave?”

“Observation: . . .” he debated telling the truth, but the probability of Megatron taking offense to a request for space was high, and if Megatron took offense, the response would almost certainly be violent.  Instead, Soundwave shielded his spark, projected sincerity with all his might, and turned his thoughts towards coming up with a plausible lie.  “ . . . Megatron, Soundwave, Starscream – trine.  However, in the past three months, ninety-six percent of interactions: between Megatron and Soundwave alone.”

Given Megatron’s scrutinizing stare, Soundwave had not succeeded on the ‘plausible’ criteria.  

“You want us to spend more time . . . with Starscream?  I thought you two hated each other.”

“Negative.  Soundwave, Starscream: competitive.  However, Trine Bond negates need for competition.  Speculation: it would be healthy to share time with Starscream.”  That was  _almost_  the truth.  At the very least, neither mech was too focused on competing for Megatron’s affections these days.

Megatron laughed.  “I suppose so, yes.  Though Starscream himself has been  . . . less than cooperative.  Forgive me for saying, but his spark does not quite seem to be in this relationship, don’t you think?”

Soundwave hesitated for a moment, considering the repercussions of whatever it was he said next.  A nod would probably be okay.

“He acts as though  _I_  pressured him into Trining!  As though I had some sort of  _ulterior motive_  when I reached out to  _help him_.  I gave up my own spark so that he, and you too, could be whole again.  And he treats me like a monster!

“He resents me Soundwave.  I can feel it, as much as he tries to hide his feelings.  And now he avoids me.  Perhaps it is  _Starscream_  you should be extending your observations to.  I am doing everything I can to make this work, aren’t I?  I’ve been kind to  _you_ , haven’t I?  I never punished you for your indiscretion with Trypticon – in fact, I’ve been nothing but understanding, despite the way you spat on my goodwill.”

Outwardly, Soundwave remained steadfast as ever, but his frame was already preparing for the inevitable blow.  How had this escalated so quickly?

But the blow never came. 

Instead, Megatron dropped to his knees in front of Soundwave. Instead, he wrapped an arm around Soundwave, pulling him in close, until his head was resting against Soundwave’s belly.  It was an unusual position for him to take; Soundwave wasn’t sure what to make of it.  He figured his best option was to stay stock still, and hope that Megatron didn’t try to kill him.

“But you are good to me, Soundwave.  You always have been.  I know you would never willingly betray me.  I know that that damned  _Titan_ forced your hand.  I felt your fear –  _you_ , afraid!  There was a time I would have thought that impossible.  But there you were, right there in my spark, lost and suffering, and I wanted nothing more than to come rescue you.”  He laughed, bitterly, and tightened his hold.  Soundwave tried not to squirm at being forced into such a vulnerable position.  What  _was_ this?

“There was a time I’d have balked at the idea of  _you_  needing rescue.  But we both know better now, don’t we?”  He nipped at the bare protoform in front of him, just enough to hurt in the best of ways; this time, Soundwave  _did_  squirm.  Megatron's tongue followed the bite, tracing a long line down the trail of energon that trickled from the wound, happily lapping it up.  Soundwave hated how arousing the sight was.

“All I’ve ever wanted is for the three of us to be happy.  But despite my best efforts, I’ve failed.  I took my favorite toys, and I broke them into pieces, and no matter what I do, I can’t seem to put them back together . . .”  He braced himself on Soundwave’s shoulders, crawling back to his feet.

“But maybe you can?  You always  _did_  have a way with words.”

Was that a joke?

“Don’t sell yourself short, Soundwave.  Your words have accomplished every bit as much as mine. You are so very good at seeing the truth, after all.  So yes, very well.  I’ll give you a little bit of space so you can talk Starscream into coming around.  Does that sound fair?”

It was the best offer he was going to get. 

“Affirmative.”

~~~

With his audials fully online, Soundwave had no difficulty locating Starscream.  He had a tendency to wander the halls alone, silently pretending to oversee the Vehicons in their daily tasks, before sulking off to another location. 

Soundwave had, admittedly, been a little nervous to traverse the station on his own after so long under Megatron’s wing, but it seemed that his last encounter with Trypticon had for one reason or another, convinced the Titan to lay low for the time being.  Soundwave could still feel his presence, he could even hear his voice, " _I am still here.  I am still watching_."  But these days, he didn’t feel any of the compulsion to jack in.  Perhaps he was just growing as a person?

Whatever the case, he was able to get to Starscream’s position, some thirty-two percent of the way between the fuel storage room and Vehicon quarters, without running into any trouble.  After arriving, however, was a different story.

“Well, would you look who it is?  Have you come to spy on me for your new best friend?”  His spark was cut off as always, but his frame was remarkably vocal – his fuel raced, and his plating clattered at irregular intervals – he was angry, and trying very hard to keep it in check.  Soundwave reveled in his ability to hear it all.

“Negative.  Escape was necessary.  Starscream: convenient excuse.”

Starscream stiffened, his anger nearly spilling over, but he forced it down at the last moment.  “Well, tell me what you  _really_  think.”

“Sarcasm: detected.”

Starscream  _almost_  laughed, but he had too much control for that.  Instead, he narrowed his eyes, fixing Soundwave with a long and uncomfortable stare.  “What do you want, Soundwave?”

What  _did_  he want?  Starscream had been his excuse to get away from Megatron, but he didn’t  _actually_  need to talk with Starscream.  He could just as easily leave and make up another plausible lie to feed to Megatron later.  And yet, he didn’t much fancy the idea of letting the encounter go to waste.  What, then?

“Advice: requested.”

“Advice?” Starscream raised an optic ridge, first surprised, and then, gradually, smug. “What could the  _great Soundwave_  possible want to ask  _my_  advice on?”

It shouldn’t have been so difficult to answer.  It wasn’t as though he feared being caught.  Trypticon aside, nobody else was around, and he could easily interfere with any surveillance equipment watching the corridor.  And he shouldn’t have been embarrassed; his sense of pride had long since been squashed – and Starscream was one of the rare living mechs to have witnessed him at his worst.  And yet, the thought of speaking so frankly with Starscream filled him with dread.  It felt as if there was a wall between his vocaliser and the words he wanted to share.

Starscream’s frame drooped in a dramatic sigh.  “Don’t tell me you’re in trouble _again._ What is it  _this_  time?  It doesn’t  _look_  like he’s beaten you within an inch of your life; I’ve already seen what  _that_  looks like.”  Soundwave cringed inwardly at the reminder.  Yes indeed, Starscream well knew Soundwave’s shame.

“Negative.”

“Then what could you possibly need  _my_  help for?  And do hurry with your answer.  I have a million places I would rather be than in your energy-draining presence.”

“Regarding Megatron . . .”  He trailed off, still trying to force the words out.  Starscream waited on him for a moment, but it was clear he had little patience for reluctance.

“Am I going to have to prompt you for every word?  Come out and say what you intend to, or I will be leaving.”

“Starscream: outspoken in relation to Megatron.  Unafraid to criticize, talk back, complain.  Soundwave: wishes for same skill.”

Again, Starscream came so very close to laughing.  His vents sputtered to compensate for the aborted guffaw, and his lips twisted into a mirthful grin, but he did manage to preserve _some_ dignity.  “You want to know why  _I_  can stand up to our beloved  _master_  while  _you_  remain a useless doormat.”

Soundwave didn’t rise to the insult, instead, waiting for Starscream to finish on his own.

“Perhaps it is because I, unlike  _you_ , have a spinal strut.”

“Explanation: unlikely.”  Starscream wasn’t a  _complete_  coward, or Megatron would have scrapped him long ago, but Soundwave had seen him cave to threats of violence time and again.  Soundwave, on the other hand, feared very little.  His first encounter with Megatron had shown him the full extent of the damage Megatron could do, and he’d survived it.  Soundwave didn’t care what happened to himself.  He had no reason to fear Megatron.  And yet, he  _still_  couldn’t resist him.

“No?”  He danced around Soundwave, his anger completely replaced with mirth.  He’d become a hunter once more, with Soundwave as his prey; of  _course_  he was enjoying himself.  “So you’re telling me you’re not afraid to lose Lord Megatron?”

Soundwave cocked his head.  “Meaning: understood.  Starscream: does not care about Megatron.  Therefore, Starscream: able to risk losing Megatron.  Inquiry: does Starscream not fear retaliation?”

 _That_  was enough to give Starscream pause.  His spark stuttered before he forced his frame back into its cheery game.  “Well, I suppose it all comes down to timing, don’t you think?”

Soundwave let his gaze fall to the floor.  This wasn’t helping.  Starscream could never resist an opportunity to gloat.  Humbling himself before him had been a mistake.  And even if there  _was_  truth in his words, it was nothing Soundwave hadn’t deduced himself already.

He needed a different approach.

“Starscream: has made intent clear.  Wishes to overthrow Megatron.  Starscream: is not alone.”

“Oh?” Starscream trotted to a stop in front of Soundwave, a flutter of delight in the pulse of his spark.  “Have you finally come around?”

{{ You may enjoy loyalty to Lord Megatron, but I know you are smart enough to see that his leadership ends in destruction. }}

{{ Your Megatron; is unpredictable, petty, jealous, and possessive; If you continue down this path, you will only suffer more – suffer and bleed and break. }}

Starscream narrowed his eyes.  “What’s this?  Shockwave and . . . sorry, who is that?  They sound strange.”

“Trypticon: voice lowered to an audible frequency.”

“Okay,” he said, drawing out the word to voice his incredulity.  “So your betters understand the situation, but I must wonder, where's _Soundwave_  in all of this?”

“Soundwave . . .” he paused, once more struggling to allow the traitorous words to slip past his vocaliser.  “Conclusion: it would be foolish to ignore advice from experts.  Starscream’s plan: not without merit.  However . . .”

“However, you just can’t bring your poor, wishy-washy little spark to stand up to our magnificent lord and master.”

“. . . Affirmative.”

“Well, I’ve got some advice that you might find helpful, Soundwave.”

Soundwave perked up.  He could already tell that he was in for more gloating, but stubbornly, he held fast to the hope that  _maybe_ Starscream could offer him the key to saving himself.  He was, if nothing else, an observant mech.

“Grow a spinal strut, gain some conviction, and make a choice.  Aside from a handful of deluded fanatics, everyone is telling you that Megatron has to go, that Megatron, on his current path, will destroy the Decepticons.   _Everyone_. 

“And I know, despite what you try to pretend, that you are under no delusions.  You know  _exactly_  the kind of mech Lord Megatron is, and you know full well what he is capable of.  You see  _everything_.  It’s your job.  And  _clearly_  your unwavering faith in the cause and its leader has faltered.  So I suppose you have to ask yourself, ‘what is most important to me?’  

"And none of this conflicting, top priority, feedback loop nonsense.  You’re strong enough to overcome some stupid slave coding.  You’re strong enough to rearrange your priorities.  And I  _know_  that deep down, you’re strong enough to make the right choice.”

He turned in a huff, strutting off down the hall, frazzled, yet confident.  Soundwave suspected that he’d had that speech prepared for a long time now, just waiting to be said.

“Just make sure you do it quickly.  Wait too long, and the choice will no longer be yours to make.”  Starscream was still walking away, talking over his shoulder.  It was rude, but Soundwave didn’t particularly care.  He'd just given Soundwave _exactly_ what he'd wanted to hear.

If he waited long enough, the choice would be made for him.  It was perfect!  Deflect responsibility to someone else!  Even as he thought it, he felt disgusted with himself.  Primus, what was wrong with him?

He ought to have wandered back to his room, or maybe taken a cue from Starscream and pretended to go oversee the Vehicons.  Anything to get him a moment to think things over, well and truly, no distractions, no Megatron.  But it was not to be.

_"Go to the observation deck, Soundwave.  Go to the terminal at the observation deck.  There is something you need to hear."_

If  _Trypticon_  was telling him to go somewhere, then he’d probably be best-served not doing that.  But somehow, his feet were already moving, taking him up flights of stairs, down long, twisting corridors, past Shockwave’s lab and the mess hall.  And once he heard the telltale sound of an incoming communication, he gave up on bothering to walk the rest of the way at all.

The ground bridge spat him directly in front of the command terminal, much to the surprise of the Vehicons who had been manning it.

“Soundwave, Sir!  How can we help you, Sir?” said one, nerves driving him into a fit of the shakes.  His partner was a bit more composed.

“Incoming transmission from the surface, Sir.  The source is scrambled, caller, unknown.  Do you want me to answer it?”

Soundwave didn’t bother with a reply, instead jacking his cable directly into the terminal himself.  The power surge was brief – Trypticon was holding back, allowing him to take an otherwise ordinary call.  And unlike the Vehicons, Soundwave was perfectly capable of decrypting its source.  He was not surprised by the outcome.  Who else would it have been?

He didn’t give himself the opportunity to hesitate, instead activating the station's communications hub, and transmitting the feed through himself, to be displayed on the commlinks of Shockwave, Starscream, and of course, Megatron.

“Optimus Prime to Trypticon Station.  Megatron, we need to talk.” 

 

**Notes for the Chapter:**

> We tentatively have a concrete goal here. Woo hoo!


	39. The World in Color

**Summary for the Chapter:**

> The Autobots are planning to break free of Cybertron. Despite the protests of his closest allies, Megatron has no intention of letting them go. Perhaps Soundwave will be the determining factor.

**Notes for the Chapter:**

> Almost there guys!! Almost there >

“ _Optimus_.”

Despite the sneer in his greeting, Megatron was clearly pleased to be speaking to Optimus again, in perhaps what would be their first legitimate conversation since the beginning of the war.  There were so many emotions wrapped up in that one word – betrayal, superiority, glee, and doubt, and fear, and heartache, and love.  Even after all this time, the effect Optimus had on Megatron was blatant.

Optimus’s transmission had sparked immediate chaos on Trypticon Station.  Before he’d even finished his first sentence, Megatron was storming up to the observation deck like a wrecking ball, barreling through any Vehicons unfortunate enough to get in his way; he didn’t stop until he was standing at Soundwave’s back, close enough to touch, though his eyes were fixed on the monitor above them.  Starscream and Shockwave had trickled in shortly after, more curious than anything.  This  _was_ , after all, the most important conversation either had been privy to since the war began.  And that was to say nothing of the dramatic appeal.

For his part, Optimus kept his face and voice stoic, though the turmoil in his eyes was real enough.  This was going to be a painful conversation.  “It has been a long time, Megatron.”

“ _Too_  long, yes.  Four hundred years, and the only opportunity we’ve had to talk has been on the battlefield.  It’s a shame, don’t you think?  I remember a time when we used to talk all through the night.  About revolution, mostly.  About how we would create a new world, and overthrow the Senate.  Though it seems to me that all of that ended at the exact moment you decided to cozy up to them.”

“That is not what this is about, Megatron,” Optimus said without faltering.  “The Senate has long been demolished.  The war should have ended centuries ago.”

“You could have surrendered at any point,” Megatron commented, as smugly as ever.

Though Optimus’s demeanor remained distant, a harsh edge had crept into his voice; he was breaking already.  “What are you fighting for, Megatron?  What is so important to you that you would destroy the world for it?”

The question could easily be turned back on Optimus, but it  _was_  a valid point.  There was no reason to fight anymore, save for stubbornness, and a burning hatred between the two sides.  But otherwise?  The objective – overthrow the Senate – had been secured.  The world was barely capable of sustaining life yes, but no one could deny that it had changed.  Any reasonable species would have long since set aside their differences.  And yet, here they were.

Why  _did_  Megatron still fight?  And was the reason  _truly_  worth it?  He nearly didn’t want to know.

_Please.  Don’t shatter the last of my faith._

“Let’s pose a better question, Optimus.”   _Oh no, no, please no!_ “What would happen if  _you_ won?”

Soundwave was taken aback.  It wasn’t an answer, but still better than the question he’d been expecting.  Perhaps Megatron  _had_  given this some thought.

“We would rebuild,” said Optimus, hesitating.  Why was he hesitating?  Did he not know?

“Yes, with  _you_  as leader, no doubt.”

“Not necessarily.”

“Do not lie, Optimus!” Megatron snapped, showing anger for the first time.  “You are the glue holding your  _Autobots_  together.  You would  _have_  to lead.  Theocracy reinstated.  And of course, to humor your followers into thinking they have a say –“

“They  _do_ have a –“

“You would have to create some sort of  _council_  of representatives.  Of course, you have not the power nor the will to keep the more ambitious of them in check.  Give it a few years, and you’re reduced to a figurehead, while  _they_  call the shots. 

“Meanwhile, my Decepticons, who have served me loyally for so long, shall of course be ostracized from this world.  Do not even  _bother_  to deny it.”

Optimus looked very much like he wanted to, but he refrained.

“They will be run back to the Underground, right where they started.  The Senate returns.  Corruption runs rampant.  Four hundred years of tearing our world apart, all to wind up right back where we started.  It’s a travesty.  And  _this_ , Optimus, is why I cannot allow you to win.”

It was an accurate prediction, and one that filled Soundwave with dread.  Could they truly afford to depose Lord Megatron, if it would contribute to an Autobot victory?  If it meant that their centuries of fighting had all been in vain?

“What would  _your_  victory look like?” Optimus countered, at last.  “I have granted harbor to many of your followers, and when they speak of you, it is not with affection.  They speak of a megalomaniac, impulsive, reckless, hypocritical.  They speak of a mech that commissions three hundred foot-tall statues of himself, while his own troops are slowly starving to death.  They speak of a mech that advocated freedom, then created a class of mech to exist as an inferior race.  They speak of a mech who threw away victory for a shot at power, who was so desperate to win, that he got the entirety of his army addicted to an experimental drug, before even considering the possibility of opening up conversation with me.

“You think yourself strong enough to rule the world, Megatron, but there is dissension in your ranks, and you are not invincible.  Your victory would be no more meaningful than mine.”

“You underestimate me, Optimus.”  Despite the jab at his competence, Megatron was smiling again.  “I  _am_  powerful – powerful enough to survive whatever my disgruntled subjects throw at me.  And if I fall, then I was clearly not suited to the job in the first place.

“You believe that every voice should be heard, but too many voices speaking at once creates only dissonance.  Cybertron needs clear, strong leadership.”

“They will not follow you,” Optimus protested.

“Then they will be quashed!  I will have peace on  _my_  Cybertron, Optimus.  Through tyranny, I will have peace.”

It was clear that Optimus had not expected such response.  His eyes widened, sorrow turning first to shock, and then to anger.  “’Peace through tyranny?’  _Listen_ to yourself!  Where is the mech I dedicated my life to so long ago?  Where is the mech that opened my eyes to the injustice of the world, and shaped my convictions?  Where is the mech that taught me that  _freedom_  is the right of all sentient beings?”

Megatron laughed, a chuckle at first, but it soon evolved into full-on mirthful cackling.  When he spoke, however, his voice was sober and grim.  “That naïve  _protoform_  died on the day he learned how the world truly works.  ‘Freedom?’  ‘Equality?’  They are just words to keep the masses complacent.  They do not exist, and they never will.”

A long silence followed, giving everyone the opportunity to process what had just been said, which amounted to absolutely nothing.  The world was on the brink of destruction, and  _still_ , Optimus and Megatron would rather argue ideology than do anything about it.  Leadership was worthless.

“Very well.  I can accept that we will never agree," Optimus sighed.  “But the situation is desperate.  We could divide the planet.  Create borders.  Find a way to coexist.”  At least he got points for  _trying_.

But Megatron scoffed.  “We have  _tried_ coexisting.  Every decades-long ceasefire declared, ended in failure.  If we could not keep the peace before, what makes you think we will succeed now, when resources are so scarce?  Any peace we find will not last long; I can promise you that.” 

Primus, there was no end to this, was there?  Soundwave was half-tempted to cut the transmission just to spare everyone the annoyance of hearing it.

Again, Optimus to the rescue, as dirty as  _that_  sounded.  “I feared as much.  We are two unmoving forces.”  Megatron stood taller, proud at the observation.  His reaction stood in stark contrast to Optimus’s downcast eyes.  “I bring to you this offer: I will take my Autobots away from this world.  We will use your space bridge to set off for distant worlds, in the hope of beginning a new life.  This is it, Megatron.  This is your chance to end the war.  Do you accept it?”

Megatron’s answer was predictable.  “I do not.”  His smile was gone once again, replace with the same manic paranoia that had served him for so long.  “Do you think me a  _fool_ , Optimus?  Do you really think I will allow my enemies the chance to regroup, restock, and return to my starving Decepticons back home, with stronger weapons and healthier forces?  No, Optimus.  You cannot use my space bridge, and you  _will_  not leave this planet.”

“Do not be unreasonable, Megatron!” Optimus protested.  “I understand your reservations, but there is no hope for  _either_  side on this world, so long as our war rages on.”

“Then surrender, Optimus.”

“You know I can’t do that.”

“Then we have nothing to talk about.  Soundwave, cut transmission!”

“I don’t wish to keep fighting you, Megatron.  But I will not be defeated, and I will not stand by and allow our home to be destroyed.  Goodbye, Megatron.”

The call ended before Megatron had the chance to reply.

“Optimus?  What do you mean by  _that_?  Soundwave, call him back!  I’m not done yet!”  Soundwave tried, but couldn’t get through, and didn’t care enough to persist.

“What would you have said to him, Master?” Starscream sighed, beyond done with humoring the tyrant.  “It is clear that the two of you will never agree on anything.  Why bother prolonging the inevitable?”

“And what, Starscream,” Megatron growled, whirling around, “is ‘the inevitable?’”

Starscream flinched beneath the fury of Megatron’s countenance.  His reply was harried, leaving the poor mech stumbling over his words as he rushed to explain himself.  “I’m just saying, my lord, that, judging by your history, Optimus is going to do whatever it is  _he_  wants to do, in this case, flee the planet, and you’re going to try to stop him, as  _you_  always seem to do.”

“And do you have a  _problem_  with the way I do things, Starscream?” 

“If I did, would I still be here?” came Starscream's stuttered, but sweet reply.  Megatron, of course, saw through  _that_.

“Answer the question Starscream.”

“Well,” Starscream continued, his wings drooping as his confidence shattered further, “I don’t really see the wisdom in forcing them to stay, Master.  This could effectively end the war, and as Optimus is the one retreating,  _we_  would be named the victors.  Moreover, with the Autobots gone, we’ll finally have the opportunity to rebuild, and if there is one thing our planet needs right now, it’s –”  And that was when Megatron lunged forward, and took a sudden swipe at Starscream, backhanding him across the room.  Surprised as he was, poor Starscream couldn’t catch his footing, and stumbled to the floor with a painful crash. 

Megatron had struck Starscream before; Soundwave had the visual and audio evidence to prove it.  But somehow here, now, in front of Soundwave and Shockwave and a handful of Vehicons – the outsiders, Starscream couldn’t keep himself together.  His frame was trembling under the weight of the fear, pain, and shame he was trying to get in check, while his face and field alike reflected betrayal.  And, from deep within his spark, Soundwave felt the barest flash of vengeance.

_“What a pathetic display of cowardice.”_

In the post-Optimus hubbub, Soundwave had forgotten that he was still jacked into Trypticon.  The full sensory experience was still lacking, but the contact was more than enough for Trypticon’s words to ring clearly in his audials, their influence more powerful than even Megatron’s command.

_“Don’t disconnect.”_

Soundwave should have.  And yet, he couldn’t bring himself to do so.  Trypticon had called him up here in the first place, to receive Optimus’s call.  Perhaps he was anticipating another?

The reasoning was weak, but it was enough for Soundwave’s addiction.

“My orders remain unchanged, Starscream.  Optimus is not going through that bridge.  Speaking of,” he turned on Shockwave this time.  “I could have sworn I ordered that thing decommissioned and destroyed.  And yet, it still stands.  Why is that, Shockwave?”

“I respect your leadership, Lord Megatron,” Shockwave began, unmoved.  “But science is not subjective.  The space bridge is imperative to our survival, so I have not taken any steps towards demolishing it.  I am not here to play a part in your grudge against Optimus Prime. 

“I can understand wanting to defeat him completely, but it will be meaningless if we are destroyed in the process.”

It was not surprising that Shockwave’s words warranted the same reaction as Starscream’s, though with his thicker frame, Shockwave was better able to recover from the blow.  Wisely, he didn’t speak any further.

_“Your Megatron is out of control.  He needs to be stopped.  Let me stop him.”_

There was something ominous about Trypticon’s request, but Megatron had moved on from Shockwave.  It was  _Soundwave’s_  turn to experience his rage.

“Would you like to say something, Soundwave?  Are you going to prove yourself a traitor as well?  Or do you continue to be my most loyal follower?”

_“Don’t answer.”_

Not taking action.  Soundwave could do that.  And indeed, it had been the wise choice.  Megatron drew closer, loomed over him in an unspoken threat, but ultimately, did not strike. 

“Soundwave, we have missiles, do we not?”

Reluctantly, Soundwave nodded.

“Then turn them on the space bridge.  I am through humoring the actions of traitors.  No more games.  We end this here and now.”

And this was the moment of truth for Soundwave.  Shockwave, Trypticon, and Starscream alike had all told him that the space bridge needed to remain.  His own spark told him that Megatron was wrong.  But all the same, despite everything that had happened, Soundwave didn’t want to stand up to his leader. 

_“Then let me.”_

And though Soundwave had no idea what Trypticon intended to do, least of all when Soundwave was the only one capable of hearing his voice, for a split second, he couldn’t help but think, ‘ _please do.’_ And in that split second of consent, everything changed.

All at once, consciousness was ripped from Soundwave; his mind was shunted to a far-off corner somewhere deep in his spark – the same place occupied by Laserbeak, who was screaming internally under the sudden mental blow.  A powerful force flowed through him, flowed through  _them_ , racing down every fuel line, from the spark outwards.  Within two seconds, Soundwave had become a prisoner in his own body, with Trypticon’s presence dragging him down, keeping him locked out.  This wasn’t what he’d wanted at all.

_“It’s all right, Soundwave.  This is for the best.”_

“Soundwave,” Megatron warned, frustrated when Soundwave made no move to follow his order.  “I  _know_  you do not want to disobey me.”

“Perhaps not.”  Everyone in the room flinched, instantly aware that something was  _very_ wrong here.  The voice itself was Soundwave’s, but the words came too easily, flowed too naturally – even  _Soundwave_  was disturbed to hear such sounds come from his vocaliser. 

“Soundwave,” Megatron gasped, “what –”

“And that is why  _I_  have been left with no other choice but to take over.”

“ _You_  are –”

“I am here to put a stop to your madness.”

Megatron’s eyes flared with horrified understanding.  “Trypticon,” he breathed, followed by, “Get out of him!”  Only Megatron would have the bearings to give orders to a hostile demigod. 

“I shall make use of this frame so long as I feel necessary.  I shall speak for it, since you have rendered the poor, pathetic creature incapable of thinking for itself.”

Had he more presence of mind, Soundwave would have found the words offensive (if not a little true).  As it was, he was too preoccupied trying to figure out how to fight back with no body to speak of.  Betrayal was a luxury he couldn’t afford to feel.

_“This is for the best, Soundwave.”_

“GET OUT OF HIM!” Megatron roared this time, lunging for Soundwave’s frame, still bound by the cables that connected him to the station’s main terminal.  But in response to his aggressive action, Trypticon sent out a sharp electromagnetic pulse, through the floor and straight into Megatron’s frame, stopping him cold.

“And mortals shall stay in line.”  Before Megatron could recover, Trypticon deployed several of his own cables, which were quick to wrap themselves around Megatron’s limbs, his frame, keeping him bound in place, no matter how fiercely he struggled.  Starscream and Shockwave could only look on, the former aghast, the latter, filled with his characteristic curious detachment.

“The space bridge shall remain.  Trypticon Station shall be in a state of lockdown – none shall enter, and none shall leave, until the time that the Autobots are able to pass through the it.  You shall not stop them.”  And then, to the rest of the room, he added, “None of you shall.”  He was met with no argument, save for one strangled, inept roar from Megatron’s direction, as he tried and failed again to free himself from Trypticon’s hold.  Trypticon ran another pulse through him, swiftly forcing Megatron out of consciousness and into stasis lock.

Trypticon’s intervention had been effective; no one could deny it.  But Soundwave may have found the abduction of his body and will a lot more charming if it had been relinquished back to him at the conclusion of the display.  But that was not the case.

For weeks he remained in that state, connected to the terminal, his body, Trypticon's.  He couldn't see as he was, nor hear, nor feel, but his spark told him that Megatron was still close to him, angry and confined. Starscream was somewhere nearby as well, at least a little pleased with himself.  Laserbeak, on the other hand, was still docked in his chest.  His physical connection with Soundwave had left him equally disabled.  He remained in idle, scared and confused in his helplessness.  Had he any control over his motor functions, he would have been sobbing.

Only his chronometer clued Soundwave in to the passing of time.  He had little to do but anxiously watch the seconds tick by, desperately longing for his freedom.  And always, when the torture became too much to bear, when Soundwave's subconscious begged for the ability to sob itself, Trypticon would say to him:

_“It is for your own good, Soundwave.  Just as soon as this all is over, I will return your frame to you.  In the meantime, do try to rest.  You need to regain your strength.”_

There was a time Trypticon’s fussing would have been a comfort, but any trust Soundwave once had in him was gone.  He wanted his freedom back – freedom of will, freedom of  _movement_!  Soundwave had never been a mech particularly inclined to mobility, but Trypticon had not moved him an inch since taking over, or Megatron for that matter.  At least the latter was afforded the mercy of unconsciousness.  As it was, Soundwave was itching for even the slightest bit of control – anything to remind him that he was a mech . . .

He hated feeling this way.  Less than a soldier.  Less than a slave.  He was nothing.  He may as well not exist at all.

_“Now don’t think like that, Soundwave.  You’ve accomplished much given your limitations.  But I cannot trust you to take charge; I fear you would only cave to Megatron’s will as you so often do.  But if it is respite you desire . . .”_

And then, Soundwave was sinking further, his mind dulled, forced into a lethargic daze.  Thoughts no longer came to him – he scarcely felt anything at all.  It was like being Senator Ratbat’s security drone all over again.  Unfeeling.  Unmoving.  Non-existent.  No memory.  Nothing.

Nothing . . .

_Nothing . . ._

Nothing save the drip, drip, drop of some corrosive liquid, drizzling down from high above, plinking against his plating as he lay sprawled, broken on the scrapheap.  The world around him was grey, empty, lifeless safe for a distant pathetic wailing, a sense of sorrow in his spark.  His Symbionts.

He’d never felt them so powerfully before.  They had always been tools to him – his eyes and ears around Kaon, around the Crystal City, in the halls of the senate, and the shadows of the Underground, watching and waiting for any action or word that could threaten Senator Ratbat.

And they’d done a good job, and  _he’d_  done a good job.  Soundwave was a good drone.  He’d given Senator Ratbat his loyalty and his devotion, had dedicated the entirety of his being to protecting his master, furthering his interests, following his orders; it was what he was meant for, all that he knew.  But it wasn’t enough.

And, lying there, on that scrap pile in Kaon’s underground, waiting to be dumped in the nearest smelter, was the first moment he felt it – just a flicker, but to a mech with nothing, the flicker was enough.  He felt it in the droplets that burned against his armor, he felt it in the pitiful sounds released by his Symbionts. 

Life.

And he reveled in the feeling.  Never had he experienced anything so powerfully before.  Never had he clung to something so fiercely.  The world before had existed in blacks and whites, and shades of grey, but with the realization – with his new thirst to live, hints of color began to trickle in – the browns of the ground beneath him, the purples of the cloying mist that pooled in the lower levels at night, when the factories’ fans shut off, the dull blue of his  _own_  plating.

Broken and battered, he forced himself from the scrap heap.  Ignorant and weak, he wandered the Underground for years, begging the generosity of those who did not have enough themselves.  And eventually, when that was no longer enough, desperate and emboldened, he stole.  When the guards came for him, he fought them off.  He was good at fighting.  A natural, Octane had said, after watching him mow down seven larger, armed mechs with the help of his Symbionts.

_“How would you like to earn a few Shanix?”_

And so he’d fought, to protect his Symbionts, to protect himself – clung with all his might to this new gift he’d been given – this wonderful, fragile treasure.  Here were feelings, if only the slightest hint of them.  Fear and fondness, joy and sorrow.  Here were memories to be forged, of a sad little apartment, and empty bellies, and apathetic injustice.  Here was the rush of battle, the noise of a thousand mechs crammed into close quarters, the beauty of a black, poisonous sky, the nostalgia of a ceiling that drip, drip, dripped burning liquids onto them as they slept.

But though the plethora of experiences had been a feast for Soundwave’s starved senses, he wasn’t really living.  Survival was good, but it wasn’t enough.  He may have been gifted with sensation, with emotion, with color and the  _need_  for self-preservation, but he still wasn’t living.  The sensations were still distant, the emotions weak, the colors, dull, sepia-toned.  'Life' was not a luxury he had. 

His happiness was his Symbionts’.  His want and his hopes, his sorrow, his fear, his home, his job, his life.  They had saved him, they  _needed_  him.  And so, as he’d dedicated his life to Senator Ratbat before, now, he dedicated his life to  _them_.  When they wanted, he provided.  When they wept, he comforted.  When they hurt, so too did he.  And he didn’t mind.  He was created to serve.  He was created to love.  Survival was all he required, so long as the five bots that comprised his whole world were safe.

But then Megatronus had happened.

Megatronus was powerful, passionate, a force of personality that no mech could stand up to.  He’d rushed into Soundwave’s world like cannonfire, and brought with him energy, emotion,  _color_  – the brilliant cyan of his eyes, the bright reds and sunny yellows and soft indigos of Rumble and Frenzy, Buzzsaw and even Laserbeak's plating.  Before Megatronus opened his eyes, Soundwave had always hated going to the bars, but in this new world, with his new life, the neon rainbow of engex kegs, dancing in iridescent wonder, hypnotized and entranced.  Never before how he realized just how alive he could feel, until he met Megatronus.

Megatronus had granted him drive, desire, passion – for the first time, he wanted not just for others, but for  _himself_.  He wanted justice, he wanted freedom, he wanted to overthrow the Senate and to reshape the world and to lead the revolution.  And he wanted Megatronus.  For the first time, Soundwave wasn’t just a drone.  He wasn’t just a provider.  He was a mech in his own right.  And if his base coding urge to be useful, to be devoted, to be loving and loyal had imprinted on Megatronus, it was because  _he_  wanted it to.

Megatronus had granted him everything he’d never known he’d wanted.  And over the years, _Megatron_ had taken it all away.  But even then, though the last four centuries had been a roller coaster of longing, desire, misery and love and loss, they never lost their color.  Every moment remained memorable – it was proof that he was alive.

And now, here he was, stripped of everything he’d worked so hard for, forced into the back of his subconscious for days, for weeks, unmoving, able to do nothing save for let the memories wash over him like a flood.  And for the first time in a long time, he was angry.  Not resentful, not bitter nor disgusted, but full-on rage, deadset on destroying all in his path.

Soundwave had had life, and Trypticon, a mech he’d  _trusted_ , had taken it away from him.

All the worse for Trypticon then.  Soundwave was done being anyone's drone.

There was little Soundwave could do from his current position, but even a little would be enough.  In order to control Soundwave’s body, Trypticon needed to maintain a hardline connection.  But the connection worked both ways.  Trypticon could hurt Soundwave, but Soundwave could hurt Trypticon too.  He just needed to isolate his own mind – erase the thoughts, the images, the colors, and become the drone he’d been created to be.

_“What are you thinking, Soundwave?”_

Soundwave wasn’t thinking much of anything.  His entire consciousness was driven by a narrow stream of wrath, while all language, all images and sounds and information, had been simplified – reduced to their purest form, an unending series of ones and zeroes.  Not even Trypticon was fluent enough to understand.  

_“What is this, Soundwave?  You are angry.  I can understand that.  But you do not need to break yourself in order to prove it.  The Ark is already en route. The space bridge has been opened.   It will not be long until you have your freedom again.  Until the war is over.  Just be patient.”_

The words washed over him, processed, but not comprehended.  Soundwave didn’t need to comprehend.  At this moment, he had access to all of the codes – every line of data that comprised not only himself, but Trypticon as well.  He was Soundwave, and he was Trypticon, and he was angry.  His path was all so simple now.

“ _Soundwave?”_

<< Modular capability: disable; >>

_“Soundwave!  What are you –”_

 << Escape hatch = ‘all’: unlock; >>

<< Auto-guns: online; >>

_“Soundwave, I command you to stop this madness!  This is the fate of our world at stake.  Do not let your pettiness cost us our home!”_

<< Language comprehension: disable; >>

_“. . .”_

<< Logic circuits: disable; >>

The wave of numbers that danced over Soundwave's senses increased in volume and density – Trypticon was screaming, loud and long, enough so that even the mechs on board could hear it.  Good.  The Titan deserved to be in pain.  He had toyed with Soundwave, belittled him, degraded him.  And after feeling nothing for so long, the lust for revenge hit Soundwave all the harder.  He was going to make it hurt.  He was going to fight back.  He was going to  _destroy_  anyone who dared challenge him.

<< Import: Sensory data; destination: sub-drive: [ Import: Sensory data; >>

- _Error 524! Feedback loop: detected; Command: aborted-_

<< Override: Error 524; >>

The screams of Trypticon were growing louder now, as sensory data retrieval, the single most energy-intensive process the Titan had, was forced to be experienced again and again and again.  Soundwave had had enough experience with feedback loops to know the pain they caused, but one on this scale?  He couldn’t possibly imagine.  And without the logic nor language skills to reason himself out of it, Trypticon was trapped.

Soundwave did not feel guilty.  He had been stomped on for far too long.  If he had to kill a demigod in order to be heard, then so be it.

It didn’t take long. 

_-Error 340!  System overload: imminent; Stasis lock sequence: activated-_

<< Override: Error 340; Stasis lock protocols: disable; >>

And that was it.  Ten seconds under the infinite loop of sensory data was all it took for the Titan’s processor to give out, for the endless field of ones and zeroes to disappear in a flash, for Trypticon to fade away.

He allowed another ten seconds to pass, to be certain that the Titan was truly gone.  Then, it was back to action.

<< Audio/visual data: reroute through designation: Soundwave; >> 

Though Trypticon was, in essence, brain-dead, the sensory data continued to stream in, but this time, it was Soundwave’s to use as he liked, and reduced to its simplest form as it was, the sights, sounds, sensations were no longer so overwhelming.

It was as Trypticon had said.  There was a massive Autobot ship, flanked by a detail of smaller warships flying in the direction of the space bridge.  And though Trypticon was right, though Shockwave and Starscream had both protested, Soundwave didn’t care.  In that moment, all he wanted was to see it all burn.

Within Trypticon’s husk, he could see his fellow officers, and the Vehicons as well, rushing about in a panic.  Some were trying to get the station’s unresponsive computers back online.  Some were trying to pour more fuel than ever into Trypticon’s reactor, in hopes of sparking life back into their darkened station.

Huh.  It looked like the power had been blown out in the process of Soundwave’s bid for freedom.  Angry as he was, there was no sense in leaving the station in its current state.

<< Trypticon Station: core systems:

                ;Electricity: reactivate;

                ;Heating: reactivate;

                ;Artificial gravity: reactivate;

                ;Life support: reactivate;  >>

One by one, he brought Trypticon’s systems back online.  Brain-dead or not, he made a great ship.  And now, with the situation seemingly normal, the frantic crew returned to a state of low-key bafflement.

Save for Megatron.

Megatron, still tied up in Trypticon’s cables was staring at Soundwave, a look of hesitant awe on his face.  Slowly, he disentangled himself, meeting no resistance from his bindings, which retracted themselves once loose.

“Soundwave?”

Over the intercom system, Soundwave’s broken, mechanical voice rang out, stilted and unfeeling as ever.   _“Trypticon Station: subjugated.  Decepticons: victorious.  Ark: approaching space bridge.  Awaiting further command.”_

It didn’t take long at all for Megatron to come to his senses.  His lips twisted upwards in a malicious sneer, and he marched forward, clapping Soundwave’s shoulder, pride radiating from his frame.  “Well done, Soundwave.  I knew I could count on you," and then, over Deception radio, he added, _"Decepticons: attack!”_

“ _We’ll never make it_ ,” Starscream protested from the vicinity of the energon reactor, over his own comm.   _“They’re too far away, and we have no mobility.”_

“Soundwave?”  How unsure Megatron sounded.  Soundwave didn’t like it.  He was not supposed to be unsure.  He was powerful.  He was commanding.  He’d always had the answers.  Soundwave  _wanted_  him to have all the answers.

But Megatron did not. 

Soundwave, however,  _did._

<< Transformation: activate; >>

The world around him rocked and swayed.  Rooms compressed in upon themselves, while others materialized, just slowly enough to allow the inhabitants opportunity to escape.  Intricate paneling and parabolic antennae were replaced with wings, while the round shape of the station stretched and flattened, becoming oblong, becoming a ship.  Trypticon Station was no more.  Now it was . . . whatever name the captain chose to christen it with, he supposed.

Upon the monitor of the command terminal, he displayed the ship’s specifications for Megatron’s benefit, focusing on speed and weapons capabilities.  Again, he basked in the pleasure that flowed through his frame, from the hand that still held him.

“Excellent, Soundwave!” Megatron grinned.  And then, to Starscream, added, “ _It looks like your reservations are no longer valid.  All Decepticons capable of space combat, prepare to disembark.  That ship will_ not _be making it through that space bridge.”_

~~~

Megatron had probably been expecting an epic battle.  It was the final stand between the Autobots and Decepticons – it was meant to be a moment of poetry, of glory.  The battle to end all battles, Optimus versus Megatron, one last time.

But it did not pan out as such.

The fact of the matter was, the Decepticon forces were made primarily of Vehicons, with Megatron and Starscream the only  _real_  mechs participating in the fight.  Meanwhile, the Autobots had thrown the entirety of their power into this escape.  Mobile warships plowed through the slower Vehicons like the drones they were, decimating their numbers.  There was no way they could put up much of a fight, let alone break through the escort to stop the Ark or destroy the space bridge.

Most of the significant damage dealt was from Trypticon’s cannons, but the ship was far too big of a target to allow itself to get too close.  All it could do was coast along far behind the escort, shielding itself from the fire sustained by the rear forces, and trying its hardest to, if not take out the warships, at least provide enough cover to keep Megatron alive.

Worse yet, Soundwave couldn’t even deactivate the space bridge.  The one sensible thing Trypticon had apparently had time to do before his demise was disconnect the space bridge controls from his own internal systems.  As it was, only a manual deactivation would do the trick, and so long as the Ark and a dozen warships remained between the two, there was no chance of _that_ happening.

It was impressive that they were able to make it as far as they did. 

Megatron, with Starscream close behind, had taken advantage of the distraction provided by the Vehicons, and blazed straight forward, ignoring warships, and even the Ark.  The only goal he had in mind was the space bridge.  Autobots fired on him, Vehicons died all around him, but he remained unafraid, boldly charging towards his target. 

He was close; almost within firing range.  He could do it.  He could stop the Autobots from leaving.

But then, just as it began to seem like victory _could_ become a possibility, he sustained a heavy blow; two missiles landed square on his tail, sending him spiraling out of control, far,  _far_  from his destination.  

The target was lost.

But more interesting than the lucky strike against Megatron, was the identity of his assailant.

In the chaos of battle, the attack could have come from anywhere, and as it struck him from behind, Megatron had no way of knowing what had hit him.  But Soundwave had seen everything through Trypticon's eyes.  Soundwave knew exactly who had attacked Megatron.

Starscream.

Soundwave didn’t know if he’d been aiming to kill and missed, or if there had been some sort of ulterior motive but the end result was the same.  Megatron was too injured, and too far away to get back in the fight, and with no back up, Starscream wasn’t sticking around.

The battle was lost, with a whopping seventy-eight percent casualty rate amongst the Vehicons.  Three Autobot warships in turn had been destroyed.  The rest, as well as the Ark itself, made it through the bridge – to where, nobody knew.  Soundwave found himself more surprised that Megatron hadn’t leapt through himself the moment self-propulsion returned to him.  But for once, it seemed that he knew when to quit.

Megatron, Starscream, and the scant remainder of the Vehicon fliers returned to the ship, broken and defeated.  As for Soundwave himself?  Hacking Trypticon had taken a lot out of him.  The limits of his ability to help had been reached.

With nothing left to do, he disconnected, found himself a nice wall to slump against, and slid down to the floor.  Against his chest, Laserbeak pulsed his own exhaustion, mixed with the relief freedom provided.  For far too long, their minds and bodies had not been their own.  

But those days were done.  

Soundwave was back.  He was alive.  And the world was more colorful than ever before.  His time would come.


	40. No More Words

**Summary for the Chapter:**

> The Autobots have fled Cybertron. The Decepticons have a decision to make.

_“Soundwave, report!”_

Soundwave never liked waking to the sound of Starscream’s voice; the fact that it was blazing over his commlink this time only made the irritation all the worse.  He’d just taken down a  _demigod_!  With such accreditations to his name, he was hardly in the mood to be pushed around by Starscream of all mechs.

Though come to think of it, why had he been sleeping in the first place?

The Decepticons had just lost a decisive battle, in no small part because Starscream had chosen that exact moment to try and murder Megatron.  It had been a supremely foolish action on his part, with few allies to stand at his side should he fail, and with Megatron already fast losing patience with him.  Soundwave supposed that desperation had forced his hand. 

But Starscream  _had_  failed.  It was unlikely Megatron had noticed the indiscretion, but if he  _had_?  Well, Soundwave was very glad he wasn’t Starscream right now.

Not that he was entirely glad to be himself at the moment.

The feat he’d just accomplished had been impressive, but it was not without its own side effects.  Trypticon had always been hell on his frame;  _weeks_  spent under the Titan’s thrall, followed by a spectacular reclaiming of his autonomy had left Soundwave simultaneously drained and overcharged.  His head was buzzing, aching with lingering sounds and images and sensations that he really oughtn’t to have been able to experience.  His body vibrated with the need to get up and bounce around – to dispel the excess charge that his extended connection with Trypticon had left him with, but all of his limbs were too heavy, his frame, weighed down with a million aches and pains.  And his mind, usually so sharp and aware, had been reduced to meandering, hyperfocused on the strangest of details.

_Look at the grain on these walls!  It’s not very uniform, is it?_

Laserbeak fluttered nervously against him, adding to the distractions.  What did Laserbeak have to be nervous about?  He was safe now.

_“Soundwave!”_

Ah yes, and Starscream was still talking to him.  Talking.  Always talking.  The bot never seemed to shut up.  That mouth of his always got him in trouble too.  Perhaps he could take a cue from Soundwave and spend more time thinking and observing.

“ _Are you even there?  I know for a fact that you’re alive.”_

He wasn’t going to shut up, was he?  Not until Soundwave satisfied his curiosity.  Why did Starscream even care so much about Soundwave’s status?  If there was any worry over his welfare, then  _Megatron_  would have been the one to call.

“ _Status: Operational capacity: 49%; Negative.  Revised status report: Operational capacity:  120%.  Negative.  Revised status report: Operational capacity: 56%.  Negative.  Revised –”_

“ _Shut up!  Shut up!   I don’t care about your operational capacity.  All I need to know is if you are awake, and if you can get up to the observation deck.  Well, the_ bridge _now, I suppose.”_

Soundwave thought it over for a moment.  “ _Affirmative . . . Negative.”_

 _“Which is it?”_ Starscream hissed, fast losing patience.  What was  _he_  in such a hurry for?

_“Power levels: fluctuating rapidly.  Assessment: impossible to make.”_

Starscream paused for an angry moment before his deep voice was growling over the comms once more.  “ _Fine.  Whatever.  There’s always_ something _wrong with you; I’d think you’d be used to dealing with it by now.”_ He paused, just long enough to let the ineffectual insult sink in.  Soundwave didn’t particularly care.  “ _All I care about is the fact that you’ve been asleep for three_ crucial _hours of Decepticon time.  Surely that’s more than enough to recuperate from whatever the slag it was you pulled back there.  At the very least, you could drag your sorry chassis to the most important council meeting of the war, don’t you think?  I know Lord Megatron likes to coddle you, but it would be foolish to make any major decisions without being fully informed, and_ no one _is more informed than_ you _.”_

The shift from criticism to flattery would have been jarring on any other mech, but that was just how Starscream spoke.  And really, in his case, it all boiled down to veiled threats anyway.   _Get your sorry aft over here, or else._   Soundwave didn’t much feel up for a council meeting; they never  _were_  particularly productive, and to be honest, Megatron’s replacement picks for the Combaticons made him wildly uneasy, but Starscream was right.  If ever there was a need for a bunch of bots to come together and rein in Megatron’s impulsive recklessness, it would be now.

_“Understood.”_

Getting to the bridge wasn’t so difficult as Soundwave had anticipated.  Once he was back on his feet, the lethargy seemed to fade away, leaving him with only the over-abundance of energy.  It was a feeling that Soundwave was most unaccustomed to, but it got him to his destination in record time, so he wasn’t about to complain.

Megatron, Starscream, and Shockwave were already there – Megatron standing at the head of the surveillance platform, with Starscream behind him.  Shockwave stood further back, not quite on the catwalk that connected the platform with the main floor.  Against the walls of the room were a number of projections, each featuring a different member of the new war council – Skyquake and Dreadwing, Glitch and Amp, Mindwipe and Weirdwolf, Blackout and Barrage and Hun-Gurr.  All eyes were locked on Megatron, but a few, notably, Megatron himself, paid Soundwave a glance upon his entrance.

“Ah, Soundwave,” Megatron said, beaming with pride.  “It is good to see you up and about.  Your actions today were most commendable.  I am very proud of what you have accomplished.  You  _will_  be rewarded.”  Soundwave wondered what it was that Megatron would consider a reward for exemplary service.  Unless he could somehow take back the last four hundred years, Soundwave suspected that it would fall a bit flat.  Still, it was a little  _odd_  to be offered a reward at all, given Megatron’s current mood.

Soundwave had no reason to doubt his honesty in his praises of Soundwave, but there was no hiding how furious he otherwise was.  Underwhelming though it may have been, their last battle had been the definitive battle of the war.  And they had lost.  For Megatron, they may as well have lost the war altogether – Optimus had what he wanted, and Megatron did not.  The kowtowed looks worn by the remaining attendees only served to confirm what Soundwave already knew. 

“Perhaps now we can get some  _sensible_  suggestions.”  Megatron was glaring at Starscream as he spoke; the words were clearly intended to be a  _jab_  at him.  What had Starscream done  _this_  time?  Or  _said_ , in this case?

“Yes,” Starscream retorted, “Perhaps now we can get a  _reasonable_  response to said suggestions.  All  _I’m_  advocating is that we take some time to regroup before we go careening off into space in pursuit of an enemy force that already bested us once.”  It was a good, logical idea.  Soundwave was already convinced that he would not like Megatron’s retort.

“Every second that passes takes the Autobots farther away from the coordinates the space bridge is set to.  If we wait much longer, we will never find them again.”  And Soundwave was right, as usual.

“I don’t know why you’re so obsessed with stomping them out,” Starscream protested.  “They retreated – off- _world_.  It seems like a pretty important victory to me.  We’ve  _won_ , Master.  Why can’t you accept that?”

Megatron marched closer, using his imposing height to loom over the now-cowering Starscream.  “We have not  _won_  until I have the head of Optimus Prime mounted on my wall.  He  _will_  come back, and when he does, it will be with reinforcements.  I will not give him the chance.”

Soundwave still doubted the legitimacy of that particular claim, but arguing it would only result in Megatron turning on  _him_.  However, he did have another plan. 

“Megatron,” he said, drawing all eyes to himself.

“Do you have something to say, Soundwave?”  There was the slightest edge of warning in his voice.  So much for that reward. 

“Observation: Makeshift still resides with Autobots.”

Megatron’s optic ridges shot up, as though he had not considered this possibility.

“ _Thank you_ , Soundwave.  Nice work, as always,” Starscream hissed, before turning to Megatron.  “So you see, we have a way of tracking the Autobots.  There is no need for us to throw our lives away so recklessly.  We need to regroup.  Gather weapons, ships, forces, and  _then_  we can do whatever it is you want us to go do.”  His sentence ended clipped, his mouth clamped shut, as though he was forcing himself to shut up before he said something regrettable.  Perhaps something along the lines of,  _Which, given your history, will get us killed anyway._ It’s what  _Soundwave_  was thinking, at least.

“Sounds like a plan to me,” agreed Weirdwolf, then winced at the scathing look he received from Megatron. 

Still, despite his displeasure over being proven wrong, Megatron knew when he’d been defeated.  “Yes.  I suppose it does.  I don’t suppose anybody  _else_  has any contributions they’d like to make to our future?”

“Well,” ventured Amp, “Why stop with just the Autobots?”

“Go on?”

“What I mean to say is, they are clearly going out there to find more resources.  It would only make sense for us to do the same.  Conquer energon-rich planets for our own ends.”

“We could set up colonies of our own,” Mindwipe agreed.  “Further space bridges too, should supplies allow.  We would be able to filter our conquests – energon, labor, whatever we need, back to Cybertron to hasten its recovery.”

“Yes,” Megatron nodded, though his tone remained neutral.

“There are still Autobots down here,” said Glitch.  “I’ve had two energon storage transports hit by the Wreckers in the last six hours alone.  We can’t leave ourselves undefended down here.  It would be no better than if the Autobots won.”

“The Metroplex still looks to be active as well,” Weirdwolf commented.  “If the Titan doesn’t have the energon to transform, that’s good for us, but beyond that, it’s difficult to tell what they’ve got for security.  I’ve seen Ultra Magnus pop up once in a while.”

“Hmm.”

“Lord Megatron, if I may?”

“Yes Shockwave?”  It was remarkable how quickly Megatron had reverted to calmness, especially given how furious he was with Shockwave, even a few hours earlier.  Perhaps the new Council would be good for him?  Or perhaps he was making an effort to be a more controlled bot, as part of Soundwave’s promised reward.

_Yeah right._

“While I agree that it would be in our best interest to set up supply lines to other planets, it  _is_  likewise important that we leave a significant force behind on Cybertron, both to defend it from the remaining Autobots, but also to work at repairing the damage we’ve caused.”

“I take it you are volunteering for that job?”

“Yes, My Lord,” Shockwave nodded.  “I have been up here for a few centuries now, but I believe I am currently most useful on the ground.  All I would request is a small team of Vehicons – preferably the ones currently at my disposal.”

Megatron considered the request for a moment, trying his hardest to find a reason to refuse him.  Unfortunately, at the moment, there was none.  “Very well.  I agree to this plan.”  And then, extending his arms in a grandiose display, added, “I agree with  _all_  of it.

“So long as Makeshift is with the Autobots, their lead won’t matter.  We will take a few months –  _years_  if need be, create a stockpile of weapons, fuel, whatever we can.  All who can devote themselves to science, mining, harvesting, and manufacturing will do so.  Trypticon itself looks to be a natural fortress, and I have little reason to believe the planet-bound Autobots are capable of space travel in their current state, so we will store our supplies up here.

“In the meantime, we will send forth a few scouting parties to find us some planets we can utilize, and filter their resources back to Cybertron, until the day comes when we are both capable of attacking the Autobots off-planet, and the Autobots  _on_ -planet no longer pose any credible threat. 

“Soundwave, of course, will be vital at this time.”  Soundwave tensed.  He didn’t want to be drawn into the conversation in this way, but Megatron was in such a good mood.  Like the Pit was he going to ruin it by protesting.  To Soundwave directly, Megatron said, “You will remain up here to operate the ground bridge to and from the planet, as well as the space bridge.  I expect you to take  _spectacular_  care of yourself.  Is that understood?”

Condescending, and embarrassing to be called out so in front of the other officers, but no – Soundwave wouldn’t deny it.  “Affirmative.”

“And yes, Shockwave,” Megatron added, “You can have whatever it is you need.  We still have more than enough forces to spread out, and unlike the Autobots, we can always make more.” 

It was a miracle.  Megatron had listened to his advisors and created a reasonable plan.  Perhaps failure was just what he needed in order to grow as a leader. 

Of course, Soundwave’s celebration was a bit premature.  When Megatron’s eyes fell on Starscream, the affable mood he’d maintained so well up to that point evaporated.

“Does that suit  _you_ , Starscream?”

Starscream, in turn, was suspicious.  Megatron had no reason to address him, and yet, he was the one who had been singled out.  “It does, Master,” he said with a smile, trying with all his might to uphold a confident face in front of the crowd, despite his own uncertainty.

“I am glad,” was Megatron’s equally fake reply.  “It is difficult to lead when my second in command doesn’t approve of what I do.”

“It is my job to tell you when I think you’re wrong,” Starscream said, sparing a nervous glance towards each of the screens pasted to the wall – the nine faces staring down at him curious, judging.  “That is why you appointed  _me_  specifically, if I recall.”

“Perhaps,” Megatron agreed.  “And yet, I need a second in command who will not  _defy_  me in the heat of battle.”  Starscream’s eyes widened; he began to inch away.  Megatron  _knew_.  Soundwave didn’t know  _how_  he’d found out exactly, but there was no doubt in his mind that Megatron was fully aware of the reason he lost their last battle.

“I don’t know what you’re –”  Starscream wasn’t given the chance to defend himself.  The next thing anyone knew, the poor Seeker was flying across from the surveillance platform, to the floor below, courtesy of a heavy blow from Megatron.  The spectators on the walls, unfamiliar with the intricacies of Megatron and Starscream’s often-violent relationship looked on in shock and trepidation.  Starscream, however, was not yet cowed. 

“I-If you had destroyed the space bridge, then the entirety of the Autobot forces – warships and that giant  _Ark,_ would have been trapped – with the two of us, a handful of Vehicons, and Trypticon in the distance.  We would have been  _annihilated_ , and then Optimus truly  _would_  have won.  I  _had_ to do it!”

Starscream’s logic circuits were spot on today.  But in the face of the champion of chaos and irrationality, they wouldn’t do him much good.  Another strong kick from Megatron sent Starscream flying again, this time with a visible dent smashed into his chest.

“Master, please!” he begged.

“That was not your call to make.  And don’t pretend for a moment that your actions were motivated by altruism.  We are Trine, Starscream.  I can read your spark, and I don’t like what I see.”  He stooped down, lifting the whimpering Starscream by the head, and slamming him into a nearby terminal, shattering it in the process.  They didn’t need temperature control anyway.

“How long have you been planning to kill me, Starscream?  At least as long as we’ve been bonded, that much I know.  Does it go back farther?  To Iacon?  Nyon?  Tell me!”

“I –” Starscream coughed, energon dribbling from his busted jaw.  “I – please, I never meant to –”

“ _Answer the question Starscream!”_   Megatron used his leverage to slam Starscream back into the terminal, again and again.

This was getting bad.  Eleven mechs were watching their leader lay into his second,  _destroy_  him, but not  _one_  was making any move to get in the way.  The other officers, watching from their holograms were too new, too far away; they feared more for their tentative grasp on positions of power than for their dying second in command.  Shockwave would have seen no reason to intervene either.  Starscream was no longer useful to him; he had what he wanted, and was unwilling to risk it to save a bot he didn’t care for.  And as for Soundwave . . .

As for Soundwave, what?  He hated Starscream; had hated him since they first met.  But over the centuries, they’d formed a sort of rapport.  Whatever his motivations, Starscream had been there for him when no one else could be, had even  _saved_  his life, when he’d been stuffed into a similar situation.  And they were Trine now too; he could feel Starsceam’s pain carving a scar across his own spark.  He’d lost four of his Symbionts, and thousands of Vehicons – so much of his spark had been destroyed already.  He didn’t want to lose anymore.

If anyone was going to save Starscream, it would have to be Soundwave.

But could he?  His own relationship with Megatron had been strained as of late; Megatron was finally happy with him again.  And with Starscream out of the way, maybe this time, he’d  _stay_ happy.

“ _Soundwave_!” Starscream cried out, pleading.  “Soundwave, help me!”

Megatron paused in his assault to fix his red eyes, gleaming with madness, on Soundwave.  Soundwave didn’t dare move, and in turn, Megatron didn’t advance.  “Why, Starscream, would you call for  _Soundwave_?  He’s not going to help you.  He’s loyal to  _me_ , or have you forgotten?”

Soundwave’s moment of inaction had apparently been enough to shatter any camaraderie they’d had in Starscream’s eyes.  He was, after all, pretty quick to throw him under the bus.  “Soundwave was in on it too!  We were  _both_  scheming to overthrow you – since that day you tried to kill him, remember that?  He’s not so loyal as you think he – urk!”  Powerful claws squeezed on Starscream’s throat, shattering it before throwing him face-down on the floor. 

“Don’t you  _dare_  bring Soundwave into this!  Don’t you demean him!  Don’t you entertain the notion that he would choose  _you_ over  _me_!  Your cowardice is not appreciated.  Your scheming is not appreciated.  Your treachery, your lust for power, your scathing words and false promises!  I should have done this long ago!”  He reached down, grabbing one of Starscream’s wings, crumpling the light metal in his hand amidst Starscream’s piteous cries.  But he didn’t stop there.  A heavy foot, nearly the size of Starscream’s entire torso, pressed down on his back, and he pulled at the disfigured lump of metal in his hand.  He was trying to pull off Starscream’s wings, the ultimate humiliation for a Seeker.  And Soundwave doubted he’d stop there.

Frag it all!

_Make a decision for once in your life!_

And there it was, his data cable, moving as if by its own accord, wrapped around Megatron’s arm, squeezing until he was forced to relinquish his hold.  Starscream’s frame fell to the ground, limp and bleeding. 

“Soundwave?  What are you doing?”  Megatron’s voice carried warning in it.  Warning.  It was so like Megatron, to promise a reward, to praise him for his service, his loyalty, only to immediately turn back to violence at the first sign of dissent.  And standing here, with Megatron in a more vulnerable position than he knew, Soundwave was done with it.

He ran the electricity down his cable, releasing it into Megatron with a sharp jolt, again and again and again until Megatron’s frame was writhing.  Soundwave was vaguely aware that he still had a host of onlookers.   _Let them look_.  He would deal with the fallout from  _that_  later.

Right now, all that mattered was Megatron.  More specifically, getting his  _revenge_  on Megatron.  For  _four centuries,_  he had suffered abuses at the hand of a mech who had claimed to love him.  For four hundred years, he had been beaten, humiliated, forgotten, abandoned, made into a  _convenience_  and nothing more.  Megatron had been the one to bring him to life, true, but he’d also been the one to take that life away.  And all the while, he filled Soundwave’s head with pretty words of his  _own_ , to keep him complacent, to keep him loyal.

Soundwave was sick of it all. 

He didn’t care about the war.  He didn’t care about Cybertron or resources or space bridges.  All he wanted was to give Megatron a taste of the pain he’d endured over the years.  He’d destroyed a demigod.  Megatron was nothing.

Despite the convulsions, Megatron had managed enough control to reach for Soundwave’s cable with his free hand.  It was time to let go.  He cut the electricity and leapt away.

“ _Soundwave_ ,” Megatron hissed.  His frame was hot, smoking, and try as he did to hide it, he didn’t quite have the strength to stand up straight.  But that wasn’t about to stop him.  He’d endured worse, after all.  As a gladiator.  As a soldier.  Even in his  _own_ battle with Soundwave.  And love and loyalty, or any promise of a  _reward,_ it seemed, would not keep him from charging at Soundwave full-force, ready to hurt, ready to kill.  It was the first time in ages where Soundwave could fight as he preferred, forcing his opponent to come to him.  He leapt away, quickly and gracefully, leaving Megatron slamming into the wall behind him.  But that was no deterrent.  Megatron was back on his tail, and Soundwave knew from experience that there was only so long he’d be able to dodge for.

Still, Megatron was fighting using the same approach he’d been using since the day they met.  Rush in, and tear his opponent apart with his raw strength.  He could be cunning if he needed, but he so rarely needed.  And thus, he so rarely bothered.

Soundwave, however, was far from the same mech he’d been during that first battle.  He’d suffered, he’d changed – physically, mentally, emotionally.  He’d loved, and he’d lost.  He’d faced insurmountable odds, and he’d come out on top.  Soundwave had adapted.  Megatron had not.

He made sure to keep his distance, and his cables extended, giving Megatron a wide berth, letting them dive in to zap at an exposed vulnerable point before retreating just as fast, with him listening for Megatron’s next action all the while.  Effective though it was, it wasn’t doing  _much_  damage, least of all when Megatron finally stopped in his charge to focus his attention entirely on the sensitive cables.  Soundwave could not afford to lose even one.  But with Megatron distracted, that opened the door for further surprises.

He deployed Laserbeak, sent him to hide high up in the rafters.  If Megatron were to retaliate with his cannon, Soundwave at least wanted Laserbeak to stay safe.

But with that squared away, Soundwave pulled out his blaster and fired on Megatron, hitting him square in the chest.  It was enough to draw Megatron’s attention back to him, just long enough to get in one more good hit with his cable.  But that was his mistake.  That was where Megatron got him.  He grabbed, he squeezed, he pulled Soundwave in . . .

And then he immediately let go, hissing in pain as his hand was shot by none other than Laserbeak.  Soundwave didn’t like the idea of the Minicon throwing himself into the fray, but the opening was nice at least.  He shot his own blaster again, straight into Megatron’s chest, forcing him to stumble backwards, and giving him the momentum needed for Soundwave to wrap one of his cables around a leg and take it right out from under him. 

Megatron hit the ground hard, the surprise of being taken down in such a mundane way more stunning than the pain itself.  But it was enough for Soundwave to make his next move.  He’d created an opening.  His cables moved in to take advantage of it, the first forcing a connection through the protoform beneath his chest plate, the other sneaking around to the back of his head, plugging itself in just beneath his helm, jacking into his neural net.

<<Modular capability: disable>>

Megatron’s frame fell limp, but Soundwave could see the fear in his eyes, feel it in his spark.  The power was intoxicating.  It would only take a few minutes.  Megatron had nowhere near the same power in his firewalls as Trypticon had.  Soundwave would make short work of him, destroy him, give him exactly what he deserved, make him pay.

. . .

But that wasn’t him.

He didn’t want this.  He didn’t want to lobotomize Megatron.  He didn’t want to lose anyone else, Starscream  _or_ Megatron, as much as he hated them both.  He didn’t  _want_  to hate them.  He didn’t want to become a monster, or a leader for that matter – and Primus knew, if he defeated Megatron in front of the war council, he would quickly find himself in that position.   

He couldn’t do it.  He couldn’t kill the mech he’d spent the last four hundred years devoting his life to, whether or not he deserved it.  It wasn’t the slave coding forcing him to back down, or at least he thought it wasn’t.  But this wasn’t  _him_.  If he killed Megatron, he would never be able to come back from it.  It was too much to ask of him.  It was too much responsibility.  He couldn’t . . .

He gave Megatron one last jolt of electricity, to ensure that he stayed down, then released him.  He ignored the betrayed look on Starscream’s face, the impotent rage burning in the broken mech’s spark.  And he ignored the shocked and terrified faces of the rest of the council.  For once, he was the one with the power.  This moment was about  _him_.  He could do whatever he wanted, and there was no one capable of stopping him.

So be it.

“Soundwave: superior.”

Nobody contested the observation.

“Outcome: unfortunate, but necessary.  However, previous orders: maintained.  Assignment: submit personnel requests by tomorrow, 12th cycle.  Subsequent arrangements shall be made.  Understood?”

“Y-yes Sir,” came the staggered reply of most of the bots present.  He didn’t blame them for not answering.  Many were still in shock. 

“Soundwave: out.”  He closed the communication.  The room was much darker without nine holograms gazing down at him from the walls.  He preferred it this way.  As he had just proven, discretion was invaluable.  In the span of a few minutes, Starscream and Megatron  _both_  had lost any shred of legitimacy they’d once carried.  Soundwave had landed Decepticon high command in a tricky situation.

But he could deal with that later. 

For the moment, he was still riding the high of defeating the face of four centuries worth of nightmares.  He had destroyed Trypticon, and then Megatron, all thin the span of a few hours, and his frame was eager for more, trembling with anticipation, with an abundance of excess energy just looking for a receptacle.  He couldn’t think straight like this, and he didn’t want to.

His steps were shaky as he made his way to the door, past Megatron’s stirring frame, past Starscream’s broken, spiteful glare, past Shockwave, whose EM field was likewise buzzing with an awed energy.  The three of them could sort out their own problems.  Soundwave was done here.

_Laserbeak, return._

Laserbeak dove from the rafters, slotting himself into Soundwave’s chest, his own tiny field flickering wildly.  He was confused, he was scared, and this time, he couldn’t go running to Megatron.  The poor bird would never be able to wrap his head around the implications of what he’d just done, but that was fine.  Laserbeak had performed admirably; had come to Soundwave’s aid at a crucial moment, had been the difference between victory and defeat.  Soundwave had never been more proud of him.

Laserbeak provided the focus Soundwave needed to get some control over his restless frame.  His thoughts, his field, all focused on the tiny Symbiont connected to his chest, granted him peace of mind, got him from the bridge back to his own room, saw him take a seat on the recharge slab, and let his stuttering fans at last cycle some much needed air.  He hadn’t even noticed that his frame had been overheating until that moment.  He didn’t like that he hadn’t noticed.

And it was hardly the only thing he didn’t like.

Soundwave’s world had upended itself far too quickly, and he wasn’t sure how he was going to cope.  Megatron was a powerful figure in his life, in the movement as a whole, and he’d been dethroned.  Soundwave was hard-pressed to think of a greater disaster that could have befallen them.

The Decepticons worked only because they were ruled by Megatron’s iron fist.  Mechs saw him as an untouchable god, no matter what his accomplishments on the battlefield said.  He’d survived this long, after all, and had never once been captured.  Up until Iacon, he hadn’t even been significantly harmed, but who could blame him for a few light wounds when his opponent had been Metroplex?

But now Soundwave was on top, and that was a terrible outcome for  _everyone_.  Soundwave was sensible, at least in comparison to Megatron, but he was no leader – he’d used such reasoning to decline serving as Megatron’s second in the first place.  He could barely string a sentence together – giving orders was hard enough, but inspiring the troops when things were at their bleakest?  There wasn’t a chance.  And while Soundwave had defeated Megatron, he didn’t exactly cut an imposing image.  His power came from secrecy, from the knowledge he gleaned from the shadows.  Being forced into the open would not be ideal.  And that was to say nothing of the fact that . . .

_Look at what happens when you make decisions!  That’s a fine mess you’ve gotten yourself into._

The voice of the slave coding was distant, but its screaming still stung him.  He’d committed the ultimate betrayal – he had defeated,  _humiliated_  his master.  And it was angry. 

Soundwave was compromised.  He couldn’t lead, not without doubting his every action, not without letting every sustained loss tear him apart.  The Decepticons  _needed_  Megatron in command.

So be it then.

As leader, Soundwave’s first action would be to reinstate Megatron.  It wasn’t exactly graceful, but willingly relinquishing his power should be enough to grant Megatron  _some_  legitimacy.  And with any luck, the knowledge that Soundwave had defeated him once, and may well do so again, would hopefully be enough to keep Megatron in line, when he got too involved in his grandiose schemes.  Perhaps this  _was_  the best outcome.

Only time would tell.  It was pointless to linger on it, least of all when he could hear a familiar heavy tread stumbling its way down the hall in the direction of his room.  Was he ready for round two so soon?

 _Laserbeak: eject.  Operation: remain hidden._ If Megatron  _was_  coming for a visit, the last place Soundwave wanted his one remaining Symbiont to be, was fully-visible, right in the center of his chest.  If Megatron was feeling up for some vengeance, Laserbeak would be vulnerable so long as he remained with Soundwave. 

Not that he’d be particularly safe away from Soundwave either.  Oh well.

The steps were closer now –  _thump, slide, thump, slide –_ moving slowly, hampered by his injuries.  Any other bot wouldn’t bother trying to walk in such a condition, let alone fight, but rationality had never been one of Megatron’s strong suits.  By the time Megatron rounded the corner to Soundwave’s corridor, the door was wide open, waiting for his entrance.  There was no point in prolonging the inevitable.

But as he drew nearer, the sounds of his body began to tell an unexpected story.  The rush of bloodlust was still coursing its way through his fuel lines, prepared for the next strike.  But it was not the anticipated anger that Soundwave heard in that humming EM field.  And while the frequent fluctuations in the pulse of his spark were still cause for concern, they were coming with far less frequency than Soundwave had grown accustomed to.

Megatron was excited.  He’d fought Soundwave.  Soundwave had won.  And for some reason, this had him  _giddy_.  But Soundwave, accustomed to betrayal, could only wonder how long the good mood would last.

“That was impressive, Soundwave.  I didn’t think you had it in you anymore.”  So far so good.  Enthusiasm.  Nostalgia.  Passion.  Gratitude.  Resentment.  Oh, _there_  it was.  It hadn’t taken long at all for the negative emotions to rear their ugly heads.  Doubt was quick to follow.  But even those gave way to a feeling of cautious anticipation, all in a manner of seconds. 

Soundwave nodded, not bothering with the vocal answer, which brought the doubt right back to the forefront of Megatron’s presence.  It was clear that Soundwave had awakened some of Megatron’s long-buried Soundwave worship in their last battle, but Soundwave knew full-well where  _that_  led.  It was best to dissuade those feelings right away.  The relationship they’d once had was gone.  Soundwave was no longer under the illusion that Megatron could make him happy, no matter how much he claimed to love him.  They’d both been destroyed, by the war, and by the harsh life of the Underground before it.  The possibility of either mech finding a healthy relationship was grim, wasn’t it?

That didn’t keep Megatron from missing the hint.

“It reminded me of the day we met.  Do you remember?”

Soundwave nodded.  How could he forget?

“We met in the arena – two warriors fighting for their lives.  I fell in love with you at that moment – when you had your cable through my chest.  I’d been interested before, of course – everything about you was fascinating.  But right there, when you fought me to a draw?  That was when I knew that you were  _worthy_ , more so than I ever could be. 

“You deserved everything.   _I_ wanted to give you everything.  The world.  And happiness . . .” he trailed off, his shoulders drooping.  “And I failed you.   _I_ was the one who dragged you down.  I was the one who destroyed you, with my ignorance, my selfishness, my war – my  _farce_  of a war.”

Soundwave didn’t want to hear it anymore.

Megatron was a master wordsmith. With only words, he had inspired the masses, he had won loyalty, he had started a revolution.  And with only words, he had manipulated Soundwave’s forgiveness – time and again and again.  Words were his battlefield, capable of shattering the senses of any foe, of any  _friend_.  They were lies.  Beautiful lies, of love and devotion.  They were Soundwave’s weakness – always had been, and always would be.  So long as Soundwave engaged Megatron on his own turf, he could never win.

But who said he had to?  Soundwave was a creative mech; he knew how to work around a problem.  And in this case, his solution – his means of engaging in a battle of wits with Megatron, a battle which would remove those dangerous words from the table, was within him.  His spark.

The spark could tell no lies.  It was the core of a Cybertronian, the essence of all that they were, their soul – blunt and brutal honesty, straight from the heart.  And for once, Soundwave’s difficulties in speaking couldn’t get in his way.  He didn’t need  _words_  to tell Megatron how he felt.

“Soundwave, what are you doing?”  Megatron’s eyes were locked on the brilliant blue of Soundwave’s freshly-exposed spark.  His shock didn’t last long.  Though the confusion remained, he couldn’t resist the lust that was quickly consuming him.  Within seconds, he too was revealed, and drawing closer, completely taken with the assumption that the two of them would soon be one. 

But as appealing as that notion may once have been, right now?  Soundwave wasn’t even tempted.

He allowed Megatron to grab him, to pull him back towards the berth, allowed Megatron to collapse backward onto it, allowed himself to be sprawled out over Megatron’s chest, allowed their sparks to connect.  And that was when he took control.

It was not tender, gentle, or docile, much to Megatron’s clear surprise.  Soundwave’s spark drove in, violently and forcefully, shedding with it four hundred years of powerful, painful emotions.  And when Megatron tried to fight back, to gain the upper hand, Soundwave only drove in harder. 

 _I will be heard!  For once in my life, I_ will  _be heard!_

Megatron caught on quickly enough.  He stopped resisting, at long last relinquishing the floor to Soundwave, submitting to Soundwave’s superior will.

“I’m listening.”

It had been easier than Soundwave was expecting, but he was much quicker to adapt to the unanticipated than Megatron.  There was scarcely a pause before Soundwave was pouring all of himself into Megatron’s expectant presence.

He shared with Megatron the beginning – his suspicion, his awe, his respect . . . his love.  Months of love,  _years_  of love, devotion, loyalty.  All until the arrival of Orion Pax.  All until the debacle at Ratbat Holdings.  All until Soundwave’s love slowly began to transform into suffering.  Until Symbionts began to die one by one, ripping pieces of him away, until he was reduced to a tiny, whimpering shell of a mech.  He shared how he had loved Megatron, until Starscream came onto the scene, and changed him – brought to the forefront his suspicious, violent, sadistic tendencies.  Until Soundwave himself got caught up in their twisted game, and came out just as broken.

 _You told me that we had to fight, because we had nothing – because_ they _had taken everything from us._

He shared his love for Megatron – centuries of affection and commitment, which eroded away, into paranoia, resentment, and jealousy, a one-sided relationship, where he gave to Megatron everything, and only received more heartache, interspersed with the occasional, beautiful, painful vow of affection.  The moment Megatron opened his mouth, the doubt and worry was vanquished, and Soundwave loved him anew.  It was like recharging a battery, and Megatron was a master at discerning when Soundwave was running on empty.

_You kept me going.  You brought me to life.  I believed in you._

He shared with Megatron his loss of faith, his affair with Trypticon – a mech, a  _demigod_  that Soundwave could barely communicate with without courting death, that still somehow managed to be a healthier match for him than Megatron.  He shared the guilt he felt for his infidelity, his longing, his  _need_  to be punished at Megatron’s hand.  He’d loved, been so  _obsessed_ with Megatron, that failing him in any way had become a deed worthy of torture in its own right.  And despite that, he shared how much it hurt to lose himself to the slave coding, to lose  _Megatron_ to it.  Megatron – so socially stunted that he figured the best way of returning Soundwave to him, was to torment him – to inspire hatred where love once ruled.  He’d perhaps done too good of a job of it.  Four hundred years of that destructive relationship had left Soundwave broken, bitter, spiteful and somehow  _still_  as in love with Megatron as ever.

 _But look around.  We may have started with nothing, but now?  We have even_ less _!_

And that was the problem.

So long as Soundwave allowed himself to be vulnerable to Megatron, he would continue to suffer by Megatron’s hand.  It didn’t matter how many creative and lovingly-crafted ways Megatron apologized.  It didn’t matter that Megatron  _needed_  him in order to stay sane; why should  _Soundwave_  be responsible for the sanity of another?  He could barely keep his  _own_  mind from shattering.

 _I’m not your reward.  I’m not here to make you feel strong or righteous.  I am not_ yours _._

War created misery; that was its nature.  And Megatron, by  _his_  nature was a warrior.  He thrived on violence.  He thrived on inflicting agony, whether he intended to or not.  Whether he regretted it later or not.  In the beginning, when it was just him and Megatron, when the revolution was fresh and novel, when they thought they were doing  _legitimate good_  for the world, it had been different.  Megatron’s defects had been manageable, and Soundwave had been in a state of mind to embrace them.

_You were wrong.  We didn’t have ‘nothing.’  We had each other._

Now, however? 

His world had been torn down over the past four centuries, and it was only about to get worse from here on out.  He had barely survived these last few weeks.  If something didn’t change, Soundwave would die, and Megatron would be to blame. 

And Soundwave  _couldn’t_  die. 

 _It’s stupid, but even after everything we’ve lost.  I still want to win.  I_ need _to win.  If everything we’ve suffered was for nothing – it would be too much to bear._

For once in his life, he needed to be his own mech.  He needed to live, to act, to think for himself – not for those around him.  Yes, he could still be reliable and compassionate.  He could still take care of those he felt the urge to.  But he needed to take care of himself too.  And in order to do that, he couldn’t be with Megatron – not in the way Megatron wanted him to be.

_I love you.  But I can’t be in love with you._

And  _that_  was where Megatron could no longer be complacent.  He protested.  Anger and betrayal rose from his spark in protestation.

 _“_ You can’t leave me!  I  _need_  you!  Don’t leave me!”

He’d upset Megatron, and despite all he’d just conveyed, it still hurt. 

 _I’m not going anywhere_.

He didn’t have a choice in the matter.  The Decepticons needed him, and, more specifically, they needed him to be at Megatron’s side.  It was a dangerous place for him to be – the temptation to fall back into old habits would be unbearable.  But Megatron always  _had_  admired Soundwave’s strength.  If anyone could do this, it was him.

“What am I supposed to do, Soundwave?!  How am I supposed to function, when I can’t have  _you_  to come home to?  You are the only one who understands me – you are the only one who knows exactly what kind of monster I am, and  _still_  believes in me!  I once told you that between the two of us,  _you_ were the superior one, and you’ve proven time and again that it’s true. 

“I  _love_  you, Soundwave!  I  _need_  you.  And I know I’ve hurt you – I  _hate_  that I’ve hurt you, and I hate that I’ll probably do it again.  I hate that I’m the kind of mech that could do such things to someone I love as much as you.  Someone who has given me more than I’ve ever deserved.  Someone who can see good within me even when I am at my worst.

“It’s not enough that you are at my side!  How am I supposed to accept that you are there, but that I can’t  _touch_  you?  That we can’t share the intimacy that we’ve shared since the beginning?  And I’m not talking about the interfacing!  Never have I felt so close to you as that night when you gave me my name.  ‘Megatron,’ you called me.  Superior to any god!  Because I have faults, and still manage to work miracles.

“ _Soundwave!”_

He was begging, sobbing – it was strange to see  _Megatron_  of all mechs in such a frantic state of misery.  Soundwave was almost swayed, almost gave in to the magic of Megatron’s words, just like he always did. 

But Soundwave resisted.

_No more words!_

The raw, unbridled rage directed into Megatron’s core at the command was enough to knock some sense back into him.  He shut his mouth, complying with Soundwave’s wants.  It was a spectacularly powerful feeling.

Megatron had always used words in the past to keep Soundwave under his control.  No matter how grievous the wound, the betrayal, the infidelity, the abuse, the violation of trust, of autonomy, of the most sacred of vows, Megatron could always win Soundwave back over with his words.  Soundwave hated his words.  Soundwave didn’t want any more words.  He couldn’t handle them.

_No.  No more words._

He couldn’t stop Megatron from talking, couldn’t take away his strongest asset, but he  _could_  remove his  _own_  words.  Megatron could talk at him all he wanted, but Soundwave didn’t have to reply.  He’d never liked talking anyway.  Until Megatron came along, he’d avoided it at all costs.  But Megatron had liked to hear him speak – liked the sound of Soundwave using his  _own_  words, despite the difficulty he had in doing so. 

Megatron didn’t deserve the honor.

“Soundwave?  What do you mean?”

Megatron would get no answer from him, not aloud at the very least.  Maybe someday.  Maybe someday once Megatron had changed – well and truly changed.  Maybe someday, once the war was no longer there to tear them apart.  Maybe  _then_ , Soundwave would make the effort, would share with Megatron the gift of his stilted, unnatural speech.  But until that day came, there would only be silence.

_This is my vow.  I have no more words for you._

“Soundwave?  You can’t just do that!  You  _can’t_!  You can’t leave me!  You can’t close yourself off – not like this!”

The pitiful pleas would get him nowhere.  Megatron was getting off easy – easier than Soundwave  _ever_  had.  Soundwave was still  _here_.  They were still Trinemates.  They were still friends.  Soundwave wasn’t going anywhere.  All he was doing was protecting himself.  If Megatron truly loved him, as he professed, then he would understand Soundwave’s need to do so, and accept it.

And again, Megatron’s spark stuttered.  He’d been outmaneuvered without a single word uttered on Soundwave’s part.  He was backed into a corner – if Soundwave caved, then it was proof that he didn’t  _truly_  love him, but Megatron was never a mech to accept loss well.

For the second time that day, Megatron yielded.

“You win, Soundwave,” he sighed, defeated.  “I don’t know what will become of me.  But so long as you are safe, I will accept it.”

A little pathetic, yes, but at least he was beginning to get through. 

“I just – I am afraid of losing you.”

Oh Megatron.  He really should have realized by now.  No matter where his choices led him, no matter how deeply he lost himself to madness, no matter what abuses he inflicted on those around him, Soundwave still followed him.  He had no choice.  And it wasn’t just his position in the Decepticon army.  It wasn’t just his coding-established desire to take care of others, or his unhealthy compulsion to win.  He loved Megatron.  He would always love Megatron.  And nothing could change that.  Soundwave would distance himself for his own safety, but he would never stop serving Megatron with all of himself.  He would never stop  _loving_  Megatron with all of himself.

_I’ll Follow You Forever._

_. . ._

They had been connected for a long time.  Even cut off as he was, Soundwave was beginning to lose track of where he ended and where Megatron began.  Already, he could feel Megatron burning brighter within him – his hurt, his sorrow, but also his resignation, and even, to Soundwave’s surprise, the barest hint of peace.  This conversation without words had been desperately needed for the both of them.

But if they stayed together any longer, there would be a serious risk of becoming spark bonded – Endura level spark bonded.  And if that happened, it would be all the harder to keep his promise.

He was reluctant to leave the comfort and rightness of Megatron’s spark, but Soundwave had long since grown adept at doing things he didn’t want to do.  With a little effort, he separated himself from Megatron, forced his spark to withdraw back into his chest, and closed it tightly behind his chest plates.  Already, the room was a colder, darker place.

Below him, Megatron was sprawled on the berth, a stunned expression on his face, while his hands held tight to Soundwave, claws digging into the protoform of his waist, into the armor of his shoulder, as though he would never let go.  Soundwave’s first instinct was to say Megatron’s name, to get his attention, to inform him that he would like his freedom of movement back.

But that would be breaking his vow.

He wriggled, a little at first, and then more and more, until Megatron was drawn from his daze, until he realized what it was Soundwave was trying to convey.  He let go, allowing Soundwave to shimmy off of him, to find his way back to a standing position, feet planted firmly on the ground, where he preferred them to be.  Megatron followed his lead, rising to his full height to look down on Soundwave, but he didn’t allow himself to loom for too long.

“So you really won’t be speaking anymore.”

Soundwave nodded his affirmation; Megatron slumped, defeated again.

“Very well,” he sighed.  “I will not begrudge you that.”  He didn’t move to offer another embrace, he didn’t move to squeeze Soundwave’s shoulder, or otherwise make any attempt at physical contact.  Instead, he marched past Soundwave, towards the door, towards his escape from the intensity of the exchange.  But he didn’t leave outright.  Instead, he paused in the open frame, his spark pulsing erratically, conflicted.

“I will respect your wishes, Soundwave.  You’ve earned that much from me.  And so much more.”  Another choked pause, and then, “I will see you at tomorrow’s meeting.  Please be prepared to deal with the officers who will now claim  _you_  as the Decepticon leader.”

Soundwave nodded again, though with Megatron’s back facing him, it was unlikely he saw.  That was fine.  If he had any doubts, he could turn around and look.

But Megatron did not doubt.  He rarely did with Soundwave.  Instead, he crossed the threshold, allowing the door to slide shut behind him, then continued trudging down the hall, around the corner, all the way back to his own quarters.  Soundwave had expected him to commit some further action of violence or frustration, but he didn’t so much as release his spike to relieve his built-up charge.  As best Soundwave could tell, he’d crawled back into his own berth, and fell into recharge.

It was a good sign.  It meant Soundwave could get on with his own work, without having to worry over how Megatron would take the news of, in essence, being dumped.

All things considered, that particular chain of events had gone incredibly well.  True, Soundwave still had a great sense of foreboding, but they were at war.  He always had a great sense of foreboding.  What he did  _not_ always have was the accompanying feeling of serenity.  The world had gone to Hell, yes, but  _one_  thing had gone right for him.  And if one could?  Maybe there would be more down the line.  Perhaps little by little, the heavy weights stacked on Soundwave’s chest would be removed, perhaps someday, he would well and truly be happy, free. 

And that hope, miniscule as it may have been, made all of his other problems seem small by comparison.

The war was about to move onto a new playing field.  Nobody truly knew what would be waiting for them beyond the space bridge, but Soundwave felt optimistic.  Whatever may have been out there, it couldn’t be half so bad as the past four hundred years had been.  He’d survived  _them,_ he could survive what came next.  And sure, Megatron was still insane – one conversation wouldn’t change that, but the responsibility for his actions had been lifted from Soundwave’s spark.  If Megatron wanted help, if he wanted someone to talk at, or just someone he could trust, Soundwave would be there for him, but he was done bending over backwards to please a mech who could never be satisfied.  Whatever happened to Megatron was Megatron’s fault from now on.  And as Soundwave had learned today, Megatron could still suffer defeat without the Decepticons falling apart – or at least, he was pretty certain that was the case. 

Admittedly, he didn’t know how the others would respond to this upset in leadership.  Megatron wasn’t the invulnerable tyrant anymore.  And Starscream?

. . .

Soundwave didn’t know  _what_  would happen to Starscream.  His relationship with Megatron had always been marred by the ugly scar of violence, but Soundwave doubted that Megatron had ever assaulted him to such a horrific extent in the past.  The two had already been flirting with dissolution, but after  _that_  humiliation?  He couldn’t imagine Starscream wanting to stick around.  Though would Megatron let him leave now that Soundwave wasn’t giving him the intimacy he required?  It was an uncomfortable situation to dwell on.

All Soundwave could do was keep an eye on it and cautiously allow it play out. 

At the very least, Starscream was certain to lose his position as second in command; Soundwave was sure of it.  He’d been brutally beaten down by Megatron in front of all of the other officers, and unlike Megatron, he didn’t have Soundwave to vouch for him, to hand him back the position that had been stolen from him.  Even  _if_ Megatron chose not to fire him, the chances of anyone that mattered obeying Starscream’s command again were slim to none.  The status quo had clearly been shaken today; nothing could ever go back to the way it was.

But Soundwave didn’t care about Starscream. 

_Laserbeak: return._

Laserbeak dropped down from the rafters, docking into Soundwave’s chest once more, with a tired little sigh.  He’d truly proven himself today – had betrayed everything he considered to be his ‘safety’ in order to protect Soundwave.  It was truly inspiring.  But it was also terrifying, to think that the little bird had put himself in such a dangerous situation.

Laserbeak was all he had left.  Soundwave had started this revolution with five Symbionts, and the war had picked them off one by one, until only Laserbeak remained.  And he had no way of ensuring that the same didn’t happen to him too someday.  Frenzy had been killed while docked with Soundwave.  When left behind in the safety of Kaon, Ravage had been attacked by surprise Autobot invaders; only Starscream’s presence had saved him then.  And the danger that had befallen him had resulted in the death of Buzzsaw.  His frame wasn’t safe, his home wasn’t safe, and the battlefield, that wretched place that had claimed both Ravage and Rumble, wasn’t safe either. 

There was no safety in war; Soundwave would have to prepare himself for the inevitability of losing Laserbeak.  There was no sense in coddling him, no sense in going out of his way to keep him safe.  All things ended sooner or later, Laserbeak too, would meet that fate.  But maybe, if he let Laserbeak contribute, he could end the war faster?

Soundwave could only hope.

Hope, and move on.

Despite the many fears looming on the horizon, Soundwave was feeling cautiously optimistic about his future.  He had always prided himself on knowing  _everything_ , but even  _he_  couldn’t see the things that were yet to come.  And worrying about it would only drag him back down into the depths of despair.  Soundwave was done with despair.

He was free.  For the moment, he was free, and nothing was going to bring him down – not the prospect of more fighting, or political upheaval, or even the uncertain fate of everyone and everything he held dear.  After four hundred years of suffering, his world existed once more in vivid color, his mind was his own, his spark was filled, not with anxiety, but acceptance, calmness.  After all this time, Soundwave finally had his life back.

Now it was time to live it, not for Megatron, or even Laserbeak, but for himself.

 

**Notes for the Chapter:**

> And that is that. Should have the epilogue posted within the next few weeks, barring any mysterious and unforeseen circumstances. Until then, adieu.


	41. Epilogue

**Summary for the Chapter:**

> Ten thousand years later . . .

**Notes for the Chapter:**

> Hopefully there are no major inconsistencies with Predacons Rising. I tried. x.x

_“I’ll Follow You Forever.”_

If Soundwave had known what that promise would entail, then he never would have made it.  But old habits died hard; Soundwave had barely been ready to break off his intimate relationship with Megatron.  But to break off his  _friendship_  as well?  Besides, the Decepticons had needed him.  He would have stuck with Megatron whether he’d wanted to or not.  And sometimes, he  _really_  hadn’t wanted to.

It wasn’t so bad at first.  Megatron had done an admirable job of granting Soundwave his space and autonomy.  And in the early days, there were plenty of distractions – colonizing new planets, hunting down the Autobots, keeping the war alive on a galactic playing field.  But when it came to Megatron, there was only so long the good moods could last.  And as he had in the past, time and again, the glorious leader of the Decepticons began yet another downward spiral into madness.

It had presented in typical ways at first – grandiose schemes, abusing those beneath him (though notably, he never touched Soundwave), and otherwise being generally unpleasant to be around, but then one day, he up and split.  The only explanation given to Soundwave and Starscream was that he was ‘out looking for Dark Energon,’ whatever  _that_  meant.  Starscream was left in charge, and with his new-found freedom, he took the opportunity to pursue a handful of Autobot refugees to some backwater planet called ‘Earth.’  And that terrible, miserable little planetwas where it all fell apart.

Starscream had done an admirable job of playing leader, but it was never going to be a permanent position, a fact which he frequently and  _vocally_  resented.  But though he willingly relinquished the title when Megatron came back, Soundwave nearly wished he’d put up more of a fight.  He didn’t know what had happened during those three years spent alone, wandering the galaxy, but this new Megatron was more far-gone than ever before, newly-obsessed with the mysterious, mystical, and ever-destructive powers of the Dark Energon he’d acquired.  In the past, he’d always displayed a weakness for grandiose schemes, but the delusions only grew worse from there on in.  He wanted to build an army from the dead of Cybertron.  He wanted to build an army of the long-extinct Predacons.  He threw away major strategic advantages all for a shot at fighting Optimus Prime.  And the less said about what he’d done to poor, broken Starscream, the better.  But through it all, Soundwave stubbornly followed.  

Because what else was there? 

Try as he might to live his own life, it was fast-apparent that Megatron still sat firmly at the center of his universe, and probably would so long as he remained alive.  _That_ needn’t have been a problem; by his reckless nature, Megatron was never far from death.  It would have been so easy to let him slip across the line, to finally free himself of several millennia’s worth of pain and heartache.  But he never did.  Every time Megatron got too close to an exploding space bridge, or a back-stabbing underling, Soundwave was always there to pull him back.  He’d even started to take pride in it.

 _You’re alive because of me_.

His feelings for Megatron himself were conflicted at best, often veering negative, but there were still times when his old self, the one that Soundwave had fallen in love with, shone through – the times when he gushed with Soundwave over his latest scheme, the times when he praised a job well-done, when he laughed, when he smiled, when he gave his impassioned speeches, or went out of his way to show Soundwave that he still cared, even in the midst of his madness . . . It kept Soundwave holding on through the hard times, when it was clear that the mech he’d once given his world for was long gone. 

And he could have continued on like that forever, suffering his way through life, just as he always had.

But as much as he liked to pretend otherwise, Soundwave wasn’t perfect.  He’d underestimated those stupid brats – those vile, _wretched_  human children, far too clever for their own good, who had used his own ground bridge against him, who had stranded him in the so-called ‘Shadowzone.’ 

Of course, being transported to another dimension needn’t have been the end of his usefulness.  He’d been bridged in; it would have been easy enough to bridge out.  Communications could still pass between dimensions, after all. 

But no.

Not only had Soundwave fatally underestimated an opponent, he had  _panicked_  after the fact.   _He_ , Megatron’s strongest, most devoted officer, capable of facing down an oncoming horde of Insecticons without backing down, had succumbed to the terror of being thrown into this stupid dimension, temporally displaced by .25 of a second – where every sound hit him two-fold, from its source, and then bounced through the echoing abyss of this broken pocket of time and space. 

Soundwave had caved to the overwhelming presence of the Shadowzone.  He had caved to his fear of the unknown.  And he had caved to his knowledge that every moment he wasted in this place was another moment the Autobots had to tear down that which he’d sacrificed _everything_ to build.  If he had taken a moment to think things through, even a little, he would have put a call to his terminal, would have opened a bridge, would have jumped right back onto the battlefield with only a few wasted moments.

But he hadn’t done that.

No.  He had run straight for Megatron’s position, and had arrived just in time to witness that stupid little Scout put a sword right through his chest.  And then, instead of taking  _that_  opportunity to find his way back to reality, he had panicked once again, like a fool, like Starscream had.  But unlike Starscream, this time, Soundwave had no one to hold him back.

He’d leapt off the edge of the Omega Lock, dove down, down after Megatron’s body, helpless to do anything but follow, just like he always did.

And here he’d been ever since – for months now (years?), sitting uselessly in the pile of rubble Megatron had left behind at the bottom of the ocean, resting against the heap of metal that had once been his leader (it seemed that once something had remained unmoving for long enough, it gained a physical presence in the Shadowzone as well.  Soundwave would have found the phenomenon interesting if he’d had enough motivation left to care).  He was too far from his terminal on the long-gone Nemesis to pull up a ground bridge for himself, and the Autobots’ bridge remained cloaked to him.  All he could do was sit and think, about how pathetic he was, how isolated, how alone.

Laserbeak had long since been put into stasis; with no energon supply, it was his best shot at survival.  But Soundwave had no such luxury.  If  _he_  went into stasis lock, then the chances of the two of them dying in here were a whopping ninety-nine percent.  Admittedly, even awake, the number was still astronomically high, but he had to hold onto the sliver of hope that someone – Starscream, or Shockwave, or even  _Knock Out_  would try to contact him.  All he needed was one comm to save his life.

But no one ever called.

No one was even  _looking_  for him.  He’d been with the Decepticons since the  _beginning_!  They had  _him_  to thank for the few successes they  _had_.  His contributions were unmatched!  Wasn’t there anybody who’d even noticed he was gone?  He  _shared a spark_  with Starscream!  And Shockwave had always shown interest in the welfare of his creations.  Why then, was he still here?  Why was he alone?  Could it truly be that nobody missed him?  That nobody even cared? 

How could he have screwed up so badly?

And then, one day, while Soundwave was busy mulling over just how bad his life had become of late, it went out and got even worse.

Megatron’s frame had shifted, right back out of the Shadowzone.  He moved.  Rose from the grave.   _Alive!_ He was up, rising off of the ground, into the air, and then, flying far, far away, all before Soundwave could properly assess what had happened. 

Now, he really  _was_  alone.

~~~

A few more weeks passed, and Soundwave remained beneath the ocean all the while.  He wasn’t particularly attached to the spot.  Megatron was gone; it no longer held any sentimental value for him.  But his energon reserves had long-since hit critical levels.  His mobility had been the first to go.  Then his vision.  And most of his hearing.  Memory.  Sanity.  He couldn’t have left, even if he’d wanted to.

He spent most of his time sleeping, hoping against hope that he still had enough presence of mind remaining to be woken by a comm.  But in his scant few hours a day awake, he could do little more than think, than dwell on every stupid mistake he’d ever made, at least the ones that still rang strong.

He couldn’t remember the names of the Combaticons, or why everyone had started defecting, or what Megatron’s house in the Underground had looked like, but he could still remember his failures in great detail – he thought about them too much to forget.  He never should have joined Megatron in starting the revolution.  He never should have allowed himself to get close, never should have fallen for him, never should have passed on that message from Orion Pax, gotten that stupid little archivist involved.  That was where it had all started to go wrong, right?  Or maybe before that, when he pressured Megatron into accepting that deal from Ratbat.  Or after, when he started to cave to his jealousy, when he let Starscream have Megatron, when he let Megatron go.  The rabbit hole was endless, and so too was his despair.

And with despair came hallucinations – a million dead bots, whose faces he could barely remember, screamed at him, accused him, begged for him to give up and die already.  There was no reason left to hang on.  It would be so easy.

The voices were loud, ceaseless, pounding inside his head during his every waking moment, and foremost among them were four tiny frames, dancing just on the edge of his memory, their foggy faces watched him with sad eyes, betrayed, broken, bleeding.

_Why did you let us die?_

That was his biggest mistake of all, wasn’t it?  In starting a war to protect his Symbionts, he’d inadvertently killed every last one of them.  Laserbeak wouldn’t be long now either.  Once Soundwave died, it was all over for him too.  The circle of sorrow would be complete.  And with the way his life was going these days, Soundwave was bound to die very soon.

He was trapped here, after all – alone, helpless.  And no one was coming to save him this time.  He should have listened to the voices in his head – crashed his drives and allowed starvation to do the rest of the work.  It would have been a better way to go than waiting, clinging to the dim hope that someone out there cared enough to tear apart time and space to find him.

Soundwave was done.  There was nothing left to do but let death claim his sorry soul.

But it was there, on the verge of giving up on any hope of freedom, ready to give in and crash his drives, that he received the message.  Or at least, he  _thought_  it was a message.  Admittedly, his frame was so fuel-deprived that it could have just been one more hallucination, one more sign that his processor was giving out without proper nourishment.  By this point, his commlink was one of his few systems that still functioned, though it was clearly not functioning  _well_.  Or perhaps he could blame the Shadowzone for the garbled nature of the message that now played through his mind, again and again on repeat.  It was all he had, and he clung to it like a life-line.

That was exactly what it  _was_ , after all.

And because it was his one shot of escape, he would devote all of the last of his energy to translating it, diverting the already paltry fuel supplying his spark and brain module in order to come up with the power to slow the speech down – betting his life on the theory that the Shadowzone was out of sync with reality – that  _speed_ was the issue with the message. 

He bet right.

The entirety of the message didn’t come through, but he managed to parse out a few words.  And the voice, of course, was unmistakable.

_“Soundwave . . . where . . . looking . . . please respond.”_

And Soundwave did.  With the last sliver of energy left to him, he transmitted a visual message to Megatron – his coordinates.

Soundwave was already blind, deaf too, by this point, and could barely feel a thing.  Sensory-deprived as he was, he surely must have been hallucinating again.  After all, the warmth that suddenly hit his frame would have needed to be unbelievably intense for it to register, and the same went for the rapid buzzing of electromagnetic particles against his frame, or even the heavy, gritty weight that lifted him from the ground.  Yes.  It was just the last desperate fantasy of a dying mech.

How pathetic.  After all these years, after how far he’d come, in his final moments, he still wished that Megatron would come and save him.

~~~

Soundwave wasn’t dead.  He was cold, resting on something hard and gritty – not entirely unlike the earth of the crater that he’d been stuck in for so long.  But there was no claustrophobic ocean to press in around him, and even his brief moments of Shadowzone atmosphere had felt markedly different than this place that lacked the chaotic cacophony Soundwave had grown to loathe.  He would have simply thought the tranquil silence a symptom of his deafness were it not for the fact that his diagnostics were helpfully informing him that his audials were now functioning at sixty-five percent capacity.  And that wasn’t all.

_Fuel reserves:  40%;_

_Frame report: No significant damage;_

_Mobility: restored;_

_Operational capacity: 50%;_

_Audial functionality:  83%_

_Optics: Disabled;_

_Vision functionality:  12%;_

_Laserbeak status: Stasis lock;_

_Laserbeak functional capacity: 90%;_

_Overall functional capacity: 55%;_

Not only was Soundwave alive, but he was in relatively decent shape, all things considered.  And that meant two things.  One: that he was no longer in the Shadowzone, and two: that  _someone_  had rescued him. 

It was at that moment that Soundwave realized that he wasn’t alone.  The dampness of the air, and the way in which every sound echoed and amplified in all directions, implied that he was in a cave, and somewhere nearby, shifting about with heavy footsteps, was another creature, massive in size.  But it wasn’t Megatron – it didn’t even sound  _Cybertronian_!  There was no spark, no EM field, even the footsteps didn’t have quite the right clang to them.  If anything, the creature sounded like it was made of stone.

But how would a stone monster have found its way to the Shadowzone?  And how would it have known enough about Cybertronian anatomy to save Soundwave’s life?  Pit, how would it have even acquired an auxiliary fuel pump like the one that was currently at Soundwave’s side, feeding a steady stream of much-needed energon slowly into his fuel lines?

Though Soundwave’s frame still felt heavy and weak, though it clamored for him to go back to sleep and focus on regaining his strength, curiosity inevitably won out.  When the footsteps finally sounded as though they were near, Soundwave reactivated his optical sensors and made an effort to look around.

Nothing.  It was too dark in the cave, and he was still nearly blind – his internal repairs had always been set to focus on his hearing before vision.  At best, he could tell there was a large object moving nearby, drawing closer.

“Soundwave?” it said, and yes.  The voice was unmistakably Megatron’s.  There was surely a logical reason for why Megatron’s wonderful voice was coming out of a rock monster, but Soundwave was in no state to mull over it.  All he knew was that the creature before him, that had surely saved his life, was  _wrong_.  It shouldn’t have existed.  And he used what little mobility was still afforded to him to withdraw, curling in on himself and inching away, until he hit the wall at his back.  Damn.  How had he missed  _that_?

“I apologize, Soundwave, I didn’t mean to scare you.”  And that certainly sounded like something Megatron would say in this situation.  Primus, but this was confusing.  Megatron seemed to think so too, for he was now backing away, and that was very nice of him.  Soundwave was grateful for the gesture, at least.  He was still talking as well, though his words made dreadfully little sense.

“I was hoping my new appearance wouldn’t alarm you, but it seems that there was no helping it.  You were so broken when I found you, it’s only natural that your processor is having trouble catching up.”  New appearance?  This was surely more than a new appearance.  This was a new body altogether – one that shouldn’t have even been  _alive_!  How was Megatron alive?  How had he come back from the grave in the first place – Soundwave remembered  _that_  much, at least.  He curled in on himself more tightly, ready to lash out if need be, though any assault probably wouldn’t be very effective in his current state.

A heavy, earthy sigh wafted from Megatron’s frame – not from his vents.  It didn’t sound like he  _had_  vents anymore.  Instead, it came from his intake, from the grinding of stone on stone, sinking and slumping against itself.  It wasn’t right; no Cybertronian should have made such a sound.

“You saw me come back, didn’t you?”  It was not a question.  “You watched me die the first time too – followed me all the way down into the ocean – followed me, just as you always have.  That’s why I found you in that same spot that I rose from.  I am right, am I not?”

The words took too long to process, but slowly, hesitantly, once he understood what it was he was agreeing to, Soundwave nodded.

“It was Unicron,” he elaborated without prompting.  “The Dark Energon flowing within me bound my spark to him – I live again because he willed it.  But not as a Cybertronian.  He remade me in  _his_ image, out of the earth that encases him.  That is why you do not recognize me.  Because I am no longer myself.”

Soundwave was in no mood to decipher cryptic messages.  A disgruntled burst of static exploded from his vocaliser.  And, as though proving his identity and devotion, Megatron understood the meaning of the ambiguous sound right away.

“Sorry.  I just – I  _am_  Megatron, your friend, your Trinemate, your – yours.”  He moved closer, and this time, Soundwave did not back away, nor did he flinch when Megatron’s rough, stony hand reached out, and took Soundwave’s slender digits within it, stroking a path along each delicate finger.  “My body is no longer Cybertronian, but I am still me.”

In a rather uncharacteristic move, he said nothing after that for a long time, instead opting to expand the range of contact, moving Soundwave’s fingers to his helm, his face, chest, shoulders, allowing him to explore this strange new frame, even in his blindness, and simultaneously granting him the chance to grow accustomed to the muted sounds of this earthen body.  Already, Soundwave felt more at ease, as he picked out the comforting and familiar amidst the uncertain madness of the situation.

And it was only then, once Soundwave’s spark slowed, his EM field calmed, his fans ceased their worried spinning, that Megatron spoke again.  “Do you feel better?”

He did, but the question was uncomfortable to hear on Megatron’s lips.  He never had been known for his compassion.  But this new Megatron was a perceptive beast, if nothing else.  As though once more reading Soundwave’s mind, Megatron released his hand and inched away, slowly, carefully, so as to not disturb him.

“You must think my behavior strange.  I don’t blame you.  I’ve had plenty of time already to dwell on my regrets, and up there at the top of the list, before anything that happened with Starscream or the Predacons, or even Dark Energon, is the way I treated you – ever since the beginning . . .” he trailed off, as though, for the first time, truly aware of the things he was saying.  It was the dance again – the same they’d danced time and again in the past: Megatron hurts Soundwave, Megatron comes begging forgiveness with all the pretty words he can muster, Soundwave forgives Megatron, Megatron hurts Soundwave again.  But this time . . .  Was it really any different?  Soundwave didn’t know.

“Cybertron lives again.”

What?  That hadn’t been the expected continuation there.  Soundwave cocked his head, trying to prompt further explanation.

“The Autobots won the war – you knew that.  They’ve put out the call to bring everybody home, Autobot and Decepticon alike.  I don’t know how Cybertron will adjust to peacetime but . . . but I have no control over what happens next.  I don’t belong there anymore.  But I . . . thought you’d want to know.  What you’d missed.  You always wanted to know everything – knowledge was your fuel.”

The wistful way Megatron spoke had Soundwave on edge, but not enough to withdraw again.  Cautiously, he nodded, waiting for the impending tantrum. 

But it never came.

Beside him, Megatron shifted, until his back was against the cave wall, but he remained a safe distance from Soundwave still.  “They retrieved the Allspark – it’s back on Cybertron where it was meant to be; for the first time in millennia, Cybertron will see a new generation.  Optimus died reigniting it, I think.  I live, while he does not.  I guess it means in some twisted way, I’ve won too.  Doesn’t feel like it.”  He sighed again, leaning forward against his knees.

“Starscream is . . . gone.  Without a spark, I can’t even sense whether he’s dead or alive . . . alive is what I hope.  I know I did terrible . . . I  _destroyed_ him,” he corrected, bitterness in his voice.  “I regret it.  I should have owned up to it, but . . .” and then he was leaning back against the wall again, his frame making a heavy  _clunk_  as it moved.  “But I can’t be around him right now; I hate who I am when I’m around him.  What I did to Starscream was inexcusable, but I should have had the attentiveness to see what we were doing to  _each other_.  I should have gotten out long before, for both of our sakes.”  He cut himself off again, all too aware of Soundwave’s falling mood.  He was tired, he was sore, and he was not in any mood to listen to Megatron’s self-pity parade, though admittedly, the news that Optimus and Starscream were out of the picture made him far happier than it should have.

“Look,” said Megatron, abruptly, yet also with a gentle calmness that was so unlike his usual self.  “I want to make it clear that you do not owe me anything.  You stayed by my side, put up with my . . . my failings longer than you ever should have.  And you never complained, you never turned traitor – you kept offering your devotions to me right up until the end.

“Your life is yours to live, just as it has been for all these years, just as it always  _should have_  been.  If it is your desire to return to Cybertron, to continue to fight for our people in the political sphere, then there is a place for you – I’ve already talked it over with Ratchet.” 

With Ratchet?  Soundwave’s first instinct was to be surprised, but in a way, it made sense.  Knock Out had turned traitor, and Megatron would have needed to get medical supplies to tend to Soundwave from  _somewhere_.  Evidently somewhere in this case had been the Autobot medical officer.  But Soundwave had no interest in fighting anymore.  He was tired.  He’d been fighting his hardest for thousands upon thousands of years; he deserved a vacation more than anyone.

“Or, if you’d rather stay on Earth, wherever you want to go, you are free to.  But . . .”  Megatron was hesitating in a way that had Soundwave nervous.  It seemed that he’d not only lost the war, but lost his fight, his will, his passion all at the same time.  Megatron was a broken mech, but despite all of that, he seemed nearly  _sane_.  Perhaps losing had been exactly what he’d needed?

“Do you remember the day you made your vow?  The last time I heard your voice?”

Soundwave nodded.  Already, he could see where this was going, and he was surprised to find that he wasn’t disgusted by it.  Maybe it had been long enough?  Or maybe he was just too exhausted to think straight.

“You . . . conveyed to me that you would not speak again – that you would keep your distance from me so long as the war raged on, so long as I was a mech dedicated to destroying those weaker than me, raising chaos, prolonging the fight.  And you were right to do that; I do not begrudge you.  Honestly, you are a saint for putting up with me for as long as you did.  I deserved worse.”  It was self-pity, yes, but it was also true.  Soundwave wouldn’t deny  _that_. 

“But now . . . now the war is over.  And I too, have changed.  Dying gave me space, and having my soul enslaved to Unicron granted me perspective.  It wasn’t until that moment, as I lay trapped within his mind, my body a puppet to his whims, that I realized just how far I’d fallen.  In another context,  _I_  was the one pulling the strings, striking down those under my power,  _forcing_  them to dance to my will.  I was no better than Unicron, nor the Senate we fought against before him.

“I have been a gladiator, a prisoner, a slave, but never in all my life had I felt so violated, so helpless.  And to think, in the name of helping the helpless, I became the very monster I had long-claimed to fight against!”  He slumped forward again, burying his head in his hands, but this time, Soundwave felt more than the numbness which usually accompanied a Megatron breakdown.  This time, Soundwave allowed the comforting sway of his EM field to reach out, to wash over Megatron’s tired frame.  He wasn’t entirely certain if the stone that made Megatron’s new chassis would even be able to feel the field, let alone understand it, but instinct was instinct, and right now, Soundwave’s was telling him to protect this poor, miserable creature before him.

Whether or not Megatron felt Soundwave’s attempt at consolation, he sat up straighter, determined to hide his weakness.  The familiarity was nice.

“I don’t expect you to forgive me for what I’ve done to you, and I will understand if I am the last mech you want to see right now . . .”  He was facing Soundwave now, his broad shoulders echoing minute sound waves back from only a few feet away.  Had he been this close the whole time?

“But . . ." he hesitated again, still not ready to say what was on his mind.  Instead, he presented Soundwave with another tangent.  "Well, I suppose you should know . . . I have fled Cybertron.  It doesn’t need me anymore – I’m not sure if it ever did.  Change . . . the world needed to change, that much is true.  It was unsustainable – we were suffering.  But it should have been someone else leading the charge.  If I could have gotten over my stupid pride sooner, we may have been able to save countless lives, and the sacrifices we made need not have been in vain.  I deserve to die for the things I've done – Pit, I _did_ , and that still didn't stop me."  He shook his head with a miserable laugh.

“I need time – time to think about what I’ve done, time to calm down, time to repent, to figure out how to fix this mess I made, how to become the mech  _you_  always believed I could be.  I can’t be on Cybertron right now.  I have no business interfering with the new world that  _they_ , those who fought bravely on both sides, are creating.  Instead, I have chosen to quietly disappear, to fade into a mere memory, to wander space in search of answers that may never truly be found.  And I . . ."  His hands were trembling against the floor.  Was he going to say it this time? 

“If you wish to, you may join me."  There.  It was done.  He'd said it.  Soundwave had known he would say it.  Yet it still left Soundwave feeling anxious.  What if he didn't want to go? 

What if he did?

"I don’t deserve you Soundwave.   I’ve  _never_  deserved you, but you followed me anyway, I can only assume because somewhere deep down, you liked me, or what I represented, or what we used to have.  I don’t know.  That probably ceased to be true a long time ago; you probably ran out of things to  _love_  a long time ago.  Desperately clinging to the memory of someone who no longer existed . . .”  His words trailed off, but his hands moved closer, finding Soundwave’s again, and giving them a hopeful squeeze.  “But, if you can find it in you to put up with my presence a little longer, then I wouldn’t mind.  And if not, well, that’s fine too.”

Soundwave didn’t know how to respond.  Even _he_ didn’t know the answer.  He didn’t want to return to Cybertron, for much the same reasons that Megatron didn’t.  He may not have been the leader that Megatron was, but it was  _his_  face that had been branded onto every soldier, plastered on walls and painted on weapons – Soundwave was every bit as much a figurehead, a  _symbol_  of the war that had destroyed their home.  And unlike Megatron, he had known when to give up, known when every line had been crossed, when heroic freedom-fighters had degraded into miserable, opportunistic villains.  The Autobots may have been just as bad, at least in his eyes, but that should have been all the reason for the Decepticons to prove that they were better, to take the higher ground, and end the war.

Instead, they had this – a home that would not welcome them, an army that had abandoned them, and more scars than could ever be healed.

No.  Soundwave was not ready to return to Cybertron.  He could not subjugate himself to those he’d fought against for so long, and he could not return to represent those he’d failed.  He could not face the ghosts of those he’d lost.  He could not fight.  Not anymore.  He was just so, so tired.

But nor could he stay on Earth.  Earth had been the final frontier, the end of days.  It was likewise filled with wicked memories, and far too many graves, his own included.  Soundwave hated Earth, and he wasn’t entirely keen on spending the rest of his life with Unicron either.

But where then, would he go?  Could he do as Megatron – could he travel the vastness of space – just him and Laserbeak?  It sounded lonely. 

But the alternative . . . was he really ready to be alone with Megatron, to put himself in so vulnerable a position again?  The war had served as a distraction, from desire, from the temptation to give in to old habits.  But with just the three of them?  Soundwave had no doubt he would fall again, and fall hard.  He’d suffered far too much to fight anymore. 

He’d suffered far too much to  _hurt_  anymore.

If this was the same dance as ever before – if Megatron hadn’t truly changed?  Then Soundwave was easily putting himself into a position of great pain, a position primed and ready to  _destroy_  him.

He didn’t end up providing his answer that night.  It seemed that his mandatory systems recharge had an excellent sense of timing.  Exhaustion caught up with him, and he passed out in Megatron’s arms before he could so much as nod.  Megatron didn’t seem to mind.  He didn’t even bring it up the next day, or the day after that.

In fact, after that first encounter, Megatron seemed content to do little more than brood, ponder, and bask in Soundwave’s presence.  He never spoke, no longer tried to use those beautiful words that Soundwave hated to get his way and earn his forgiveness.  Perhaps he truly  _had_  changed?  Laserbeak seemed to think so at least.

He was up and about now, and flitted around the cave with more energy than Megatron and Soundwave combined could muster.  He’d been asleep too long, and was eager to get up and stretch his wings.  Every day, he awoke first, chirring again and again to signal his hunger.  Unnerved by Megatron’s new appearance, he’d only allowed Soundwave to feed him in the beginning, but as the days passed, little by little, he began opening up to his old friend.  By the end of the first week, he was perching on the spikes of Megatron’s shoulders, by the second, he’d started going straight to Megatron, scratching at his broad chest when he wanted to eat, and by the third, he would forgo docking with Soundwave in order to sleep snuggled up against his new, stony bed.  It hadn’t taken him long at all to forgive Megatron’s trespasses.  Perhaps it was time for Soundwave too?

Maybe not.

Megatron was right – he  _didn’t_  deserve forgiveness.  For all those dead due to his war, for all those he had hurt in his quest for glory – there was no forgiveness for so great a sin.  But to dwell on those wicked deeds, to allow himself to be consumed by them was no better. 

Megatron had changed.  He’d proven it already, not through any words, but by merely wishing to.  For ten thousand years, he had been so stubbornly in love with himself, so adamantly opposed to criticism or any hint of the truth that marred his actions.  But in his death and rebirth, in his coming back to save Soundwave, to right his wrongs, to remove himself from the progression of history, Megatron had proven self-awareness like he had never displayed in the past.  He knew he’d done wrong, and he was determined to do no more wrong.  He didn’t expect Soundwave’s forgiveness, nor did he desire it.  For the first time since the day they met, he wanted nothing more than for Soundwave to find happiness, wherever that path took him.

And what made Soundwave happy?  What had he long-fantasized of, in a lifetime where there was no war, no suffering, no madness to stand between him and what he desired?

Did he not have it now?

~~~

They remained in that cave for the better part of three months, scarcely saying a word between them.  Megatron could have left at any time – gone off to see the greater galaxy, to get away from the face of all those he’d wronged, but he stayed.  Until Soundwave was back to optimal functioning capacity, Megatron stayed. 

And then the day came, when Soundwave’s fuel reserves were full, when his audials and optics functioned at one hundred percent, when he could stand and walk, transform, and fend for himself.  Soundwave hadn’t needed to convey it; Megatron just knew.  He’d always been good at that.

“You look well,” he said, out of the blue. 

Startled to hear the sound of voices again, after so long spent in silence, all Soundwave could think to do was nod.  He didn’t know the reason, but his action brought a smile to Megatron’s lips. 

“I am glad.  I was afraid I would lose you too.”  He ran an affectionate claw over Laserbeak’s spine; on his shoulder, the happy Symbiont gave a bright little chirr.  But the chirr turned into a squawk of protest as Megatron crawled to his feet.  Laserbeak flapped his wings and took to the air, circling around Megatron’s head in an effort to annoy him back to the floor.  When it failed to work, the resigned little bird returned to his bed in Soundwave’s chest.  The display elicited a chuckle from Megatron, and an angry huff from Laserbeak.  And  _that_ , in turn, filled Soundwave with a longing he couldn’t quite understand.  He didn’t know what this was that he was feeling right now, but he wanted more of it.  He wanted to feel it every day for the rest of his life.

Happiness?  Family?  Love?

But the full, joyful feeling in his spark turned to dread as Megatron turned his back and began walking towards the cave’s entrance.  Soundwave hadn’t moved much since he awoke, but it was worth getting up if it meant he could prolong that feeling.  He crawled to his feet and began tottering after Megatron, who paused mid-step once the soft sound of Soundwave’s footsteps reached him.

It wasn't until Megatron’s eyes were resting on him, that Soundwave made a point of tilting his head.

_Where are you going?_

“You are well now, Soundwave.  You do not need me anymore.  It is time for me to move on.  I have no fondness for this planet, and it does not love me either.  I will travel – I don’t know where, but somewhere far away, somewhere where they will never find me again – some far-off, uninhabited world, where I can live in peace.

“I am afraid I cannot wait any longer, Soundwave.  This may be where we part ways, and if that is what you need, then I do not mind.  I cannot apologize for all I’ve put you through.  All I can do, is offer you the chance to move forward with your own life, in the way that  _you_  desire, in the way that I started fighting for, all those years ago.”  He reached out, as if to grab Soundwave’s shoulder, to touch, to give him something to remember him by before he left, but ultimately, the hand fell back to his side, unused.  He was afraid.  Afraid of hurting Soundwave again, afraid of the monster he’d allowed himself to become, afraid of facing those he’d wronged, afraid, afraid, afraid!  And Soundwave, who had long put up with enough madness to last a hundred lifetimes, was not having it.  Not today.

He stepped forward, grabbed Megatron’s massive hand in his own slender digits, and gave it a reaffirming squeeze.

“I . . . will . . . follow . . . you.”  His words were broken, hoarse – his voice had uttered perhaps a grand total of eight words in the last several thousand years; this would be only the second time that he broke his vow of silence.  But Megatron was right about this too – the war was over, and he was a changed mech.  There was no reason for silence anymore.   There was no more reason to fear the words that he had once loved so much, that he could learn to love again.  In fact, right now, these four little words were more important than anything.

The way they made Megatron’s red eyes widen in surprise, the way they made his lips twist upward, his stony frame warm, his hands tremble, his shoulders stiffen, then relax – Soundwave had never seen Megatron so genuinely happy, so at peace in his life.  And his  _words_  had been responsible.  Soundwave was the magician now, casting spells with mere utterances, and he couldn’t have been more pleased.

“You – you mean that, Soundwave?  Even after all this time, you will still choose to follow me?”

{{ I will follow you, }} he played again over his audio transmitters, his own words rather than a stolen clip from someone else.  But it wasn’t enough.  There was something more he needed to add, and it needed to come from him alone. 

“Forever.”

It was enough for Megatron.  The trembling in his hand stilled, and those thick, warm claws tightened, holding Soundwave’s hand firmly within his own, at last, bringing the pair to mutual understanding.

Perhaps this was a mistake?  Perhaps the changes Megatron was making would fail to stick?  Perhaps Soundwave was destined to spend his life miserable?  Perhaps this was one more terrible decision he was making?  Perhaps, perhaps, perhaps.

But the future came with infinite possibilities, and he was finally beginning to accept that maybe, just maybe, he wasn’t destined to be miserable forever.  If he didn’t take this chance, he could spend his life safe, but never satisfied.  He could live every day for another few thousand years regretting that in this moment, he’d thrown away the opportunity to live the dream that had kept him going for so long.

He had Megatron.  There was no more war.  There was no more madness.  There was no Optimus nor Starscream to come between them.  There was only him.  There was only Megatron.  And Laserbeak too.  And finally, though they may not have deserved it, they had received the chance for peace – to live their lives in domestic tranquility.  It may not end well, but Soundwave had survived worse.

But all in all, he was feeling pretty good about his decision.  His dream had come true.  His millennia of suffering and devotion had been rewarded.  He had everything he wanted.  He was well, and truly happy.

And as for Megatron?  For once, he had no words.  He only had the smile on his lips, the love in his eyes, the pleased sounds emanating from his unfamiliar body.  But unfamiliar though it may have been, there was no disguising the fact that the feeling was mutual.

Together, hand-in-hand, the two mechs strode to the mouth of the cave, took to the sky, and flew far, far away from those wretched, miserable lives they left behind.  At long last, they were at peace.

_Forever._

 

**Notes for the Chapter:**

> And that is a wrap. Thank you everybody who read this, and commented on it, and stayed with me all the way to the end.
> 
> Also, a special thanks to the guest who made the tvtropes page for this. You seriously made my day. 
> 
> What will come next?


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